Craig Harper-Denson Form 4 Charge Enterprises / Craig Harper-Denson 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^*

Harper-Denson Craig

(Last) (First) (Middle)

125 PARK AVENUE 25TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Charge Enterprises, Inc. [ CRGE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO & CCO

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2022

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
Common Stock, par value $0.0001	11/15/2022		M		7,500	A	$0.55	7,500	I	By spouse
Common Stock, par value $0.0001	11/15/2022		G	V	7,500	D	$0(1)	7,500	I	By spouse
Common Stock, par value $0.0001	11/15/2022		G	V	7,500	A	$0(1)	7,500	D
Common Stock, par value $0.0001	11/15/2022		S		7,500	D	$2.76(1)	0	D
Common Stock, par value $0.0001	11/16/2022		M		700	A	$0.55	700	I	By spouse
Common Stock, par value $0.0001	11/16/2022		G	V	700	D	$0(2)	700	I	By spouse
Common Stock, par value $0.0001	11/16/2022		G	V	700	A	$0(2)	700	D
Common Stock, par value $0.0001	11/16/2022		S		700	D	$2.61(2)	0	D

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
Options, right to buy	$0.55	11/15/2022		M			7,500	(3)	11/01/2030	Common Stock	7,500	$0	9,630,541	I	By spouse
Options, right to buy	$0.55	11/16/2022		M			700	(3)	11/01/2030	Common Stock	700	$0	9,629,841	I	By spouse

Explanation of Responses:

1. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.70 to $2.90, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the foregoing range. The shares issued upon exercise of the option were gifted to the Reporting Person by Reporting Person's spouse and Reporting Person, as direct owner, disposed of the shares. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 1, 2022, modified on August 29, 2022.

2. The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.51 to $2.67, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the foregoing range. The shares issued upon exercise of the option were gifted to the Reporting Person by Reporting Person's spouse and Reporting Person, as direct owner, disposed of the shares. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 1, 2022, modified on August 29, 2022.

3. On November 1, 2020, the Reporting Person's spouse was issued a ten-year option to purchase 10,500,000 shares of common stock. The vesting schedule for the remaining shares issuable upon exercise is: (i) 4,379,841 shares, which vested on November 1, 2021; (ii) 2,625,000 shares which vested on November 1, 2022; and (iii) 2,625,000 shares will vest on November 1, 2023.

	/s/ JAMIE YUNG, Attorney-in-Fact	11/17/2022
	** 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).
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