Form 4 - Statement of changes in beneficial ownership of securities

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Winfrey Christopher L

(Last)

(First)

(Middle)

C/O CHARTER COMMUNICATIONS, INC.

400 WASHINGTON BLVD.

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

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)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2023

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)
Class A Common Stock	11/20/2023		G		2,600⁽¹⁾	D	$0	47,503	D
Class A Common Stock	11/20/2023		G		2,600⁽¹⁾	A	$0	3,545	I	Shares held by Yeniley Lorenzo Winfrey Revocable Trust
Class A Common Stock	11/20/2023		G		3,600⁽²⁾	D	$0	43,903	D
Class A Common Stock	11/20/2023		G		3,600⁽²⁾	A	$0	86,118	I	Shares held by Winfrey Dynasty Trust
Class A Common Stock	11/20/2023		G		47,733⁽³⁾	D	$0	38,385	I	Shares held by Winfrey Dynasty Trust
Class A Common Stock	11/20/2023		G		47,733⁽³⁾	A	$0	47,733	I	Shares held by GST Non-Exempt Winfrey Dynasty Trust
Class A Common Stock								20,674	I	Shares held by Atalaya Management, LLC
Class A Common Stock								34,909	I	Shares held by Yeniley L Winfrey Irrevocable Trust

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)
Stock Options	$512.0575	09/21/2023		J	V		55,758⁽⁴⁾	01/15/2023⁽⁴⁾	01/15/2030	Class A Common Stock	55,758	$0	0	D
Stock Options	$512.0575	09/21/2023		J	V	55,758⁽⁴⁾		01/15/2023⁽⁴⁾	01/15/2030	Class A Common Stock	55,758	$0	55,758	I	Held by GRAT
Stock Options	$221.248	10/03/2023		J	V		53,247⁽⁵⁾	⁽⁵⁾	06/17/2026	Class A Common Stock	53,247	$0	260,329	I	Held by GRAT
Stock Options	$221.248	10/03/2023		J	V	53,247⁽⁵⁾		⁽⁵⁾	06/17/2026	Class A Common Stock	53,247	$0	236,980	D
Stock Options	$221.248	10/03/2023		J	V		80,329⁽⁶⁾	⁽⁶⁾	06/17/2026	Class A Common Stock	80,329	$0	180,000	I	Held by GRAT
Stock Options	$221.248	10/03/2023		J	V	80,329⁽⁶⁾		⁽⁶⁾	06/17/2026	Class A Common Stock	80,329	$0	317,309	D

Explanation of Responses:

1. On November 20, 2023, the reporting person transferred 2,600 shares to the Yeniley Lorenzo Winfrey Revocable Trust U/A DTD 07/27/2001.

2. On November 20, 2023, the reporting person transferred 3,600 shares to the Winfrey Dynasty Trust.

3. On November 20, 2023, the reporting person transferred 47,733 shares from the Winfrey Dynasty Trust to the GST Non-Exempt Winfrey Dynasty Trust UAD 11-24-20.

4. On September 21, 2023, the reporting person transferred 55,758 stock options to a grantor retained annuity trust. The stock options were granted on January 15, 2020 under the Charter Communications, Inc. Stock Incentive Plan. The options became fully exercisable on January 15, 2023.

5. On October 3, 2023, a grantor retained annuity trust transferred 53,247 stock options to the reporting person. The stock options were granted on June 17, 2016 under the Charter Communications, Inc. 2009 Stock Incentive Plan (the "Plan") (with a 10-year term) as follows: 99,461 shares subject to the attainment of a $289.76 per-share hurdle; 99,462 shares subject to the attainment of a $364.97 per-share hurdle; 99,462 shares subject to the attainment of $455.66 per-share hurdle; 99,462 shares subject to the attainment of a $496.58 per-share hurdle; and 99,462 shares subject to the attainment of a $564.04 per-share hurdle. 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. All options were fully exercisable as of June 17, 2021.

6. On October 3, 2023, a grantor retained annuity trust transferred 80,329 stock options to the reporting person. The stock options were granted on June 17, 2016 under the Plan (with a 10-year term) as follows: 99,461 shares subject to the attainment of a $289.76 per-share hurdle; 99,462 shares subject to the attainment of a $364.97 per-share hurdle; 99,462 shares subject to the attainment of $455.66 per-share hurdle; 99,462 shares subject to the attainment of a $496.58 per-share hurdle; and 99,462 shares subject to the attainment of a $564.04 per-share hurdle. 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. All options were fully exercisable as of June 17, 2021.

Remarks:

	/s/Jennifer A. Smith as attorney-in-fact for Christopher L. Winfrey	11/21/2023
	** 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.