Statement of Changes in Beneficial Ownership (4)
August 04 2020 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
*
Bickham John |
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)
President and COO |
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(Last)
(First)
(Middle)
C/O CHARTER COMMUNICATIONS, INC., 400 ATLANTIC STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2020 |
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(Street)
STAMFORD, CT 06901
(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 | 7/31/2020 | | M | | 156728 (1)(2) | A | $221.248 | 156728 | I | By The Bickham Family 2016 Irrevocable Trust |
| Class A Common Stock | 7/31/2020 | | S | | 156728 (1) | D | $580.2289 (3) | 0 | I | By The Bickham Family 2016 Irrevocable Trust |
| Class A Common Stock | 7/31/2020 | | M | | 156728 (1)(2) | A | $221.248 | 187858 (4) | D | |
| Class A Common Stock | 7/31/2020 | | F | | 78125 (5) | D | $590 | 109733 (4) | D | |
| Class A Common Stock | 7/31/2020 | | F | | 26145 (5) | D | $582.35 | 83588 (4) | D | |
| Class A Common Stock | 7/31/2020 | | M | | 72336 (1)(6) | A | $242.3025 | 155924 (4) | D | |
| Class A Common Stock | 7/31/2020 | | F | | 24732 (5) | D | $590 | 131192 (4) | D | |
| Class A Common Stock | 7/31/2020 | | F | | 18581 (5) | D | $586.795 | 112611 (4) | D | |
| Class A Common Stock | 7/31/2020 | | F | | 6216 (5) | D | $580.37 | 106395 (4) | D | |
| Class A Common Stock | 7/31/2020 | | S | | 75265 (1) | D | $571.7479 (7) | 31130 (4) | D | |
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 | $221.248 | 7/31/2020 | | M | | | 156728 | (2) | 6/17/2026 | Class A Common Stock | 156728.0 | $0 | 195910 | I | By The Bickham Family 2016 Irrevocable Trust |
| Stock Options | $221.248 | 7/31/2020 | | M | | | 156728 | (2) | 6/17/2026 | Class A Common Stock | 156728.0 | $0 | 78364 | D | |
| Stock Options | $242.3025 | 7/31/2020 | | M | | | 72336 | (6) | 7/25/2026 | Class A Common Stock | 72336.0 | $0 | 63294 | D | |
| Explanation of Responses: |
| (1) | Executed pursuant to a 10b5-1 plan. |
| (2) | Exercise of a portion of stock options granted on June 17, 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan: 117,546 shares subject to the attainment of a $289.76 per-share hurdle (with a 10-year term); 117,546 shares subject to the attainment of a $364.97 per-share hurdle (with a 10-year term); 117,546 shares subject to the attainment of $455.66 per-share hurdle (with a 10-year term); 117,546 shares subject to the attainment of a $496.58 per-share hurdle (with a 10-year term); and 117,546 shares subject to the attainment of a $564.04 per-share hurdle (with a 10-year term). One third of the stock options will be 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) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $575.00 to $588.33, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., 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 ranges set forth in this footnote. |
| (4) | Includes shares held jointly with Kathy L. Bickham. |
| (5) | Withholding of securities for the purpose of paying the exercise price and paying taxes. |
| (6) | Exercise of portion of stock options granted on July 25, 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan: 27,126 shares subject to the attainment of a $289.76 per-share hurdle (with a 10-year term); 27,126 shares subject to the attainment of a $364.97 per-share hurdle (with a 10-year term); 27,126 shares subject to the attainment of $455.66 per-share hurdle (with a 10-year term); 27,126 shares subject to the attainment of a $496.58 per-share hurdle (with a 10-year term); and 27,126 shares subject to the attainment of a $564.04 per-share hurdle (with a 10-year term). One third of the stock options will be 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. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $554.26 to $592.475, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., 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 ranges set forth in this footnote. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bickham John
C/O CHARTER COMMUNICATIONS, INC.
400 ATLANTIC STREET
STAMFORD, CT 06901 |
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| President and COO |
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Signatures
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| /s/Daniel J. Bollinger as attorney-in-fact for John Bickham | | 8/4/2020 |
| **Signature of Reporting Person | Date |
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