Statement of Changes in Beneficial Ownership (4)
February 24 2023 - 3:20PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Howard Kevin D |
2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/
[
CHTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP/CAO/Controller |
(Last)
(First)
(Middle)
C/O CHARTER COMMUNICATIONS, INC., 400 WASHINGTON BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2023 |
(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 1/20/2023 | | G |
V
| 127 (1) | D | $0 | 0 | D | |
Class A Common Stock | | | | | | | | 2180 | I | By Kevin D. Howard Irrevocable Trust |
Class A Common Stock | | | | | | | | 2565 | I | By The Howard Living Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Stock Options | $380.53 | 2/22/2023 | | A | | 46649 (2) | | (2) | 2/22/2033 | Class A Common Stock | 46649.0 | $0 | 46649 | D | |
Restricted Stock Units | (3) | 2/22/2023 | | A | | 5184 (4) | | (4) | (3) | Class A Common Stock | 5184.0 | $0 | 5184 | D | |
Explanation of Responses: |
(1) | On January 20, 2023 the reporting person transferred 127 shares to The Howard Living Trust. |
(2) | Stock options granted on February 22, 2023 under the Charter Communications, Inc. 2019 Stock Incentive Plan (with a 10-year term) as follows: 9,329 shares subject to the attainment of a $507.00 per-share hurdle; 9,330 shares subject to the attainment of a $639.00 per-share hurdle; 9,330 shares subject to the attainment of $798.00 per-share hurdle; 9,330 shares subject to the attainment of a $870.00 per-share hurdle; 4,665 shares subject to the attainment of a $988.00 per-share hurdle; and 4,665 shares subject to the attainment of a $1,000.00 per-share hurdle. One third of the stock options are first eligible to vest on each of the third, fourth and fifth anniversaries of the date of grant subject to achievement of the applicable per-share price hurdles. Any options that have not vested within 6 years from the date of grant will be cancelled. |
(3) | Restricted Stock Unit Grant - price and expiration date not applicable. |
(4) | Restricted Stock Units granted on February 22, 2023 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 1,728 shares subject to the attainment of a $798.00 per-share hurdle; 1,728 shares subject to the attainment of a $870.00 per-share hurdle; 864 shares subject to the attainment of a $988.00 per-share hurdle; and 864 shares subject to the attainment of $1,000.00 per-share hurdle. One third of the Restricted Stock Units are first eligible to vest on each of the third, fourth and fifth anniversaries of the date of grant subject to achievement of the applicable per-share price hurdles. Any Restricted Stock Units that have not vested within 6 years from the date of grant will be cancelled. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Howard Kevin D C/O CHARTER COMMUNICATIONS, INC. 400 WASHINGTON BLVD. STAMFORD, CT 06902 |
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| EVP/CAO/Controller |
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Signatures
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/s/Jennifer A. Smith as attorney-in-fact for Kevin D. Howard | | 2/24/2023 |
**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 control number. |
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