Sec Form 4 Filing - Winfrey Christopher L @ CHARTER COMMUNICATIONS, INC. /MO/ - 2022-01-18

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Winfrey Christopher L
2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O CHARTER COMMUNICATIONS, INC., 400 WASHINGTON BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
01/18/2022
(Street)
STAMFORD, CT06902
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 10/18/2021 J V 15,772( 1 ) ( 1 ) 06/17/2026 Class A Common Stock 15,772( 2 ) ( 2 ) 50,536 I Held by Christopher L. Winfrey 2020 GRAT II
Stock Options $ 221.248 10/18/2021 J V 15,772( 1 ) ( 1 ) 06/17/2026 Class A Common Stock 15,772( 2 ) ( 2 ) 47,753 D
Stock Options $ 150.88 10/22/2021 J V 2,086( 3 ) ( 3 ) 01/15/2024 Class A Common Stock 2,086( 4 ) ( 4 ) 8,065 I Held by Christopher L. Winfrey 2018 GRAT I
Stock Options $ 150.88 10/22/2021 J V 2,086( 3 ) ( 3 ) 01/15/2024 Class A Common Stock 2,086( 4 ) ( 4 ) 28,911 D
Stock Options $ 150.88 10/23/2021 J V 8,065( 3 ) ( 3 ) 01/15/2024 Class A Common Stock 8,065( 5 ) ( 5 ) 0( 6 ) I Held by Christopher L. Winfrey 2018 GRAT I
Stock Options $ 150.88 10/23/2021 J V 8,065( 3 ) ( 3 ) 01/15/2024 Stock Options 8,065( 5 ) ( 5 ) 8,065 I Held by Winfrey Dynasty Trust
Stock Options $ 221.248 ( 1 ) 06/17/2026 Class A Common Stock 165,770 165,770 I Held by Christopher L. Winfrey 2021 GRAT I
Stock Options $ 221.248 ( 1 ) 06/17/2026 Class A Common Stock 99,461 99,461 I Held by Christopher L. Winfrey 2019 GRAT I
Stock Options $ 221.248 ( 1 ) 06/17/2026 Class A Common Stock 133,789 133,789 I Held by Christopher L. Winfrey 2020 GRAT I
Stock Options $ 588.825 01/18/2022 A 57,356( 7 ) 01/18/2025 01/18/2032 Class A Common Stock 57,356 $ 588.825 57,356 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Winfrey Christopher L
C/O CHARTER COMMUNICATIONS, INC.
400 WASHINGTON BLVD.
STAMFORD, CT06902
Chief Operating Officer
Signatures
/s/Thomas E. Proost as attorney-in-fact for Christopher L. Winfrey 01/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock options granted on June 17, 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan: 99,461 shares subject to the attainment of a $289.76 per-share hurdle (with a 10-year term); 99,462 shares subject to the attainment of a $364.97 per-share hurdle (with a 10-year term); 99,462 shares subject to the attainment of $455.66 per-share hurdle (with a 10-year term); 99,462 shares subject to the attainment of a $496.58 per-share hurdle (with a 10-year term); and 99,462 shares subject to the attainment of a $564.04 per-share hurdle (with a 10-year term). One third of the stock options were 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 had not vested within 6 years from the date of grant would have been cancelled.
( 2 )On October 18, 2021 the Christopher L. Winfrey 2020 GRAT II transferred 15,772 stock options to the reporting person.
( 3 )Stock options granted on January 15, 2014 under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became exercisable on January 15, 2017.
( 4 )On October 22, 2021 the Christopher L. Winfrey 2018 GRAT I transferred 2,086 stock options to the reporting person
( 5 )On October 23, 2021 the Christopher L. Winfrey 2018 GRAT I transferred 8,065 stock options to the Winfrey Dynasty Trust.
( 6 )The Christopher L. Winfrey 2018 GRAT I was terminated and the remaining stock options were distributed from the Christopher L. Winfrey 2018 GRAT I to the Winfrey Dyna sty Trust.
( 7 )Stock Options granted on January 18, 2022 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, January 18, 2025. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement.

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