SEC FORM 4

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

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)
09/20/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001	09/20/2022		M	V	84,459	A	$0.55	84,459	I	By spouse
Common Stock, par value $0.0001	09/20/2022		G	V	84,459	D	$0⁽²⁾	84,459	I	By spouse
Common Stock, par value $0.0001	09/20/2022		G	V	84,459	A	$0⁽²⁾	84,459	D
Common Stock, par value $0.0001	11/07/2022		S	V	84,459	D	$2.96⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options, right to buy⁽¹⁾	$0.55	09/16/2022		M	V		84,459	⁽³⁾	11/01/2030	Common Stock	84,459	$0	9,638.041	I	By spouse

Explanation of Responses:

1. The options were exercised by virtue of the Contract to Sell (obligation to sell) executed on August 29, 2022 between the Reporting Person and an unaffiliated third party buyer, which was reported on the Form 4 filed by the Reporting Person on August 31, 2022. The terms of the Contract to Sell determine the timing and pricing of each of the four transactions transferring Common Stock from Reporting Person to the buyer, and neither the Reporting Person nor the buyer has any control over such timing or pricing. The information in this Form 4 is being filed to disclose the number of shares of Common Stock transferred in connection with the September 30, 2022 transfer.

2. The sale price reported in Column 4 is the equivalent of the 95% of the volume weighted average price of the Issuer's Common Stock for the 75 days immediately preceding the 15th of September, 2022. 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.

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) 4,388,041 shares, which vested 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	11/09/2022
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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