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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fox Andrew Scott		 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                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO, Director & Chairman
(Last)          (First)          (Middle)

125 PARK AVENUE 25TH FLOOR, NEW YORK, NY 10017		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/7/2022
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 6/7/2022  M  220000 A$0.50 220000 I See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants $0.50 6/7/2022  M     220000   (1) (1)Common Stock 220000 $0.50 0 I See footnote (1)
Explanation of Responses:
(1) The Reporting Person owned indirectly through 9 Madison, Inc., an entity wholly-owned by the Reporting Person, a warrant (the "Warrant") to purchase up to 220,000 shares of the Issuer's Common Stock, erroneously identified in the Reporting Person's Form 3 as owned directly by the Reporting Person. The Warrant was exercisable commencing September 2, 2020, and expiring on September 2, 2022.
(2) The Reporting Person owns indirectly through 9 Madison, Inc. the 220,000 shares of Issuer's Common Stock issued upon exercise of the Warrant. The Reporting Person also owns 29,737,600 of the Issuer's Common Stock directly, and an additional 1,000,000 shares of the Issuer's Common Stock indirectly, as previously reported in the Reporting Person's Form 3.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fox Andrew Scott
125 PARK AVENUE 25TH FLOOR
NEW YORK, NY 10017
NEW YORK, NY 10017		XXCEO, Director & Chairman
Signatures
/s/ JAMIE YUNG, Attorney-in-Fact6/8/2022
**Signature of Reporting PersonDate
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 control number.
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