Sec Form 4 Filing - Harper-Denson Craig @ Charge Enterprises, Inc. - 2023-03-15

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 Harper-Denson Craig 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 (Last) (First) (Middle) 125 PARK AVENUE, 25TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2023 (Street) NEW YORK CITY, NY10017 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 Contract to Sell (obligation to sell) ( 1 ) 03/15/2023 J( 1 ) 0 ( 1 ) 09/30/2022 09/30/2024 Common Stock ( 1 ) ( 1 ) 0 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relatio nships Director 10% Owner Officer Other Harper-Denson Craig 125 PARK AVENUE 25TH FLOOR NEW YORK CITY, NY10017 X COO & CCO Signatures /s/ JAMIE YUNG, Attorney-in-Fact 03/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 15, 2023, the Reporting Person and the unaffiliated third party mutually agreed to terminate the common stock purchase agreement entered on August 29, 2022, and reported on a Form 4 filed by the Reporting Person on August 31, 2022. The agreement obligated the Reporting Person to deliver to the buyer, in four separate calendar quarterly transactions, such number of shares of Common Stock equal to $250,000 divided by 95% of the volume weighted average price of the Issuer's Common Stock for the 75 days immediately preceding the 15th of the last month of such calendar quarter.

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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