SEC FORM 4

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

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

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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2022

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)

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	$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

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 Dynasty 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.

Remarks:

	/s/Thomas E. Proost as attorney-in-fact for Christopher L. Winfrey	01/19/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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