John Bickham Form 4 CHARTER COMMUNICATIONS / John Bickham ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bickham John

(Last) (First) (Middle)

C/O CHARTER COMMUNICATIONS, INC.

400 ATLANTIC STREET

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and COO

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	10/31/2018		M		81,378(1)(2)	A	$66.87(1)	112,508	D(3)
Class A Common Stock	10/31/2018		S		81,378	D	$321.4664(4)	31,130	D(3)
Class A Common Stock	10/31/2018		M		63,294(1)(5)	A	$66.87(1)	94,424	D(3)
Class A Common Stock	10/31/2018		S		63,294	D	$324.3069(6)	31,130	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Vesting Stock Options	$66.87	10/31/2018		M			81,378(1)(2)	(2)	04/30/2022	Class A Common Stock	81,378	$0	0	D
Time Vesting Stock Options	$66.87	10/31/2018		M			63,294(1)(5)	(5)	04/30/2022	Class A Common Stock	63,294	$0	0	D

Explanation of Responses:

1. In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the exercise price and performance targets (divided by .9042) and the number of options (multiplied by .9042).

2. Exercise of performance-vesting stock options granted on April 30, 2012; 25,000 stock options subject to the attainment of a $125 per share hurdle (with a 4-year term); and 25,000 stock options subject to the attainment of a $150 per-share hurdle (with a 4-year term); Vesting schedule as follows: 25% first eligible to vest on April 30, 2013; 25% first eligible to vest on April 30, 2014; 25% first eligible to vest on April 30, 2015; and 25% first eligible to vest on April 30, 2016. As the grants vested before the Time Warner Cable Inc. transactions, the number of shares, exercise prices and performance targets in this footnote were not adjusted for purposes of this filing.

3. Includes shares held jointly with Kathy L. Bickham.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.00 to $323.37, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

5. Exercise of time-vesting stock options granted on April 30, 2012. Options vest in 25% installments on each of the first four anniversaries of April 30, 2012.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.00 to $325.87, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/Daniel J. Bollinger as attorney-in-fact for John Bickham	11/02/2018
	** Signature of Reporting Person	Date
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