SEC Form 4 · accession 0001091667-18-000008
CHARTER COMMUNICATIONS, INC. /MO/ · CHTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Bickham
Officer — President and COO
Period of report
Jan 15, 2018
Accepted (ET)
Jan 17, 2018 · 5:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001091667
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | May 12, 2017 | G | 6,212 | $0.00 | D | 29,276 | D | |
| Class A Common StockF3 | Jan 15, 2018 | M | 2,844 | $356.32 | A | 32,120 | D | |
| Class A Common StockF4 | Jan 15, 2018 | F | 990 | $356.32 | D | 31,130 | D | |
| Class A Common Stock | holding | — | — | — | 6,212 | I | Shares held by trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Vesting Stock OptionsF6,F5 | $221.25 | Mar 31, 2017 | J | 352,638 | D | — | Jun 17, 2026 | Class A common stock | 352,638 | 235,092 | D |
| Performance Vesting Stock OptionsF6,F5 | $221.25 | Mar 31, 2017 | J | 352,638 | A | — | Jun 17, 2026 | Class A common stock | 352,638 | 352,638 | I |
| Restricted Stock UnitsF3,F7 | — | Jan 15, 2018 | M | 2,844 | D | — | — | Class A Common Stock | 2,844 | 0 | D |
Explanation of responses
- F1Transferred shares to a trust.
- F2Includes shares held jointly with Kathy L. Bickham.
- F3Restricted Stock Units convert into common stock on a one-for-one basis.
- F4Withholding of securities for the purpose of paying taxes.
- F5Stock options granted on June 17, 2016 under the Charter Communictions, Inc. Amended and Restated 2009 Stock Incentive Plan: 117,546 shares subject to the attainment of $455.66 per-share hurdle (with a 10-year term) ("Tranche III Options"); 117,546 shares subject to the attainment of a $496.58 per-share hurdle (with a 10-year term) ("Tranche IV Options"); and 117,546 shares subject to the attainment of a $564.04 per-share hurdle (with a 10-year term) ("Tranche V Options"). One third of the stock options will be 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 have not vested within 6 years from the date of grant will be cancelled.
- F6Mr. Bickham transferred the Tranche III Performance Options, the Tranche IV Performance Options and the Tranche V Performance Options to The Bickham Family 2016 Irrevocable Trust in exchange for a promissory note in the amount of $30,733,185, the appraised value of the options.
- F7On 1/15/2015 the reporting person was granted 3,146 Restricted Stock Units to vest on 1/15/2018. In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the number of unvested Restricted Stock Units.