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
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/23/2018 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 10/24/2018 | J | 35,854 | D | $0(1) | 14,983 | D | |||
Class A Common Stock | 10/24/2018 | J | 35,854 | A | $0(1) | 35,854 | I | By Trust | ||
Class A Common Stock | 12/07/2018 | J | 34,909 | D | $0(2) | 945 | I | By Trust | ||
Class A Common Stock | 12/07/2018 | J | 34,909 | A | $0(2) | 34,909 | I | By Trust | ||
Class A Common Stock | 12/07/2018 | J | 12,303 | D | $0(3) | 2,680 | D | |||
Class A Common Stock | 12/07/2018 | J | 12,303 | A | $0(3) | 12,303 | I | By Trust | ||
Class A Common Stock | 12/07/2018 | J | 22,605 | D | $0(4) | 27,126 | I | By Atalaya Management, LLC | ||
Class A Common Stock | 12/07/2018 | J | 22,605 | A | $0(4) | 34,908 | I | By Trust | ||
Class A Common Stock | 01/15/2019 | M | 6,798(5) | A | $292.31(6) | 9,478 | D | |||
Class A Common Stock | 01/15/2019 | F | 2,832(7) | D | $292.31 | 6,646 | D |
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 | ||||||||
Stock Options | $60.96 | 10/23/2018 | J | 93,434(5)(8) | (8) | 04/26/2021 | Class A common stock | 93,434(9) | (9) | 70,075 | D | ||||
Stock Options | $60.96 | 10/23/2018 | J | 93,434 | (8) | 04/26/2021 | Class A common stock | 93,434(9) | (9) | 93,434 | I | By Trust | |||
Stock Options | $150.88 | 10/23/2018 | J | 14,970 | (10) | 01/15/2024 | Class A common stock | 14,970(11) | (11) | 22,006 | D | ||||
Stock Options | $150.88 | 10/23/2018 | J | 14,970 | (10) | 01/15/2024 | Class A common stock | 14,970(11) | (11) | 14,970 | I | By Trust | |||
Restricted Stock Units | (6) | 01/15/2019 | M | 6,798 | (12) | (12) | Class A Common Stock | 6,798 | $0 | 0 | D |
Explanation of Responses: |
1. On October 24, 2018, the reporting person transferred 35,854 shares of Charter Class A common stock to the Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001. |
2. On 12/7/2018, the Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001 transferred 34,909 shares of Charter Class A common stock to the Yeniley L Winfrey Irrevocable Trust. |
3. On 12/7/2018, the reporting person transferred 12,303 shares of Charter Class A common stock to the Winfrey Dynasty Trust. |
4. On 12/7/2018, Atalaya Management, LLC transferred 22,605 shares of Charter Class A common stock to the Winfrey Dynasty Trust. |
5. In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the number of Restricted Stock Units as well as the exercise price of options(divided by .9042) and the number of options (multiplied by .9042). |
6. Restricted Stock Units convert into common stock on a one-for-one basis. |
7. Withholding of securities for the purpose of paying taxes. |
8. Performance-vesting stock options granted on April 26, 2011; 60,277 stock options subject to the attainment of a $60 per share hurdle; 60,278 stock options subject to the attainment of a $80 per share hurdle; and 30,278 stock options subject to the attainment of a $100 per-share hurdle; Vesting schedule as follows: 33% first eligible to vest on January 26, 2012; 33% first eligible to vest on September 30, 2012; and 33% first eligible to vest on September 30, 2013. As the grants vested before the Time Warner Cable Inc. transactions, the number of shares and performance targets in this footnote were not adjusted for purposes of this filing. |
9. On October 23, 2018, the reporting person transferred 93,434 stock options to the Christopher L. Winfrey 2018 GRAT II. |
10. Time-vesting stock options granted on January 15, 2014 under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became exercisable on January 15, 2017. |
11. On October 23, 2018, the reporting person transferred 14,970 stock options to the Christopher L. Winfrey 2018 GRAT I. |
12. On 1/15/2016 the reporting person was granted 7,519 Restricted Stock Units to vest on 1/15/2019. In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the number of unvested Restricted Stock Units. |
Remarks: |
/s/Daniel J. Bollinger as attorney-in-fact for Christopher L. Winfrey | 01/17/2018 | |
** 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. |