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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Charge Enterprises, Inc. [ CRGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/11/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Unit(1) | $0.00 | 05/11/2023 | D | 100,000 | (2) | (2) | Common Stock | 100,000 | $0 | 0 | D | ||||
| Options, right to buy | $0.97 | 05/11/2023 | A | 200,000 | (3) | (3) | Common stock | 200,000 | $0 | 200,000 | D | ||||
| Options, right to buy | $0.97 | 05/11/2023 | A | 500,000 | (4) | (4) | Common stock | 500,000 | $0 | 500,000 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represented the right to receive one share of common stock upon vesting. |
| 2. On October 31, 2022, the Reporting Person was granted 100,000 RSUs. The RSUs were to vest pursuant to a three-year vesting schedule, whereby one-third of the total number of shares were to vest each year on the anniversary of the grant date, subject to continued employment with the Issuer. On May 11, 2023, the RSUs were cancelled. |
| 3. On May 11, 2023, the Reporting Person was granted an option to purchase 200,000 shares of common stock pursuant to the Issuer's 2020 Omnibus Equity Incentive Plan. Such option will vest pursuant to a three-year vesting schedule, whereby one-third of the total number of shares will vest each year on October 31, commencing October 31, 2023. The option is exercisable for a term of ten years. |
| 4. On May 11, 2023, the Reporting Person was granted an option to purchase 500,000 shares of common stock pursuant to the Issuer's 2020 Omnibus Equity Incentive Plan. The option will vest quarterly over four years from the date of the grant. The option is exercisable for a term of ten years. |
| /s/ JAMIE YUNG, Attorney-in-Fact | 05/15/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||