SEC Form 4 · accession 0001091667-18-000105
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
Oct 31, 2018
Accepted (ET)
Nov 2, 2018 · 5:40 pm EDT
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,F3 | Oct 31, 2018 | M | 81,378 | $66.87 | A | 112,508 | D | |
| Class A Common StockF4,F3 | Oct 31, 2018 | S | 81,378 | $321.4664 | D | 31,130 | D | |
| Class A Common StockF1,F5,F3 | Oct 31, 2018 | M | 63,294 | $66.87 | A | 94,424 | D | |
| Class A Common StockF6,F3 | Oct 31, 2018 | S | 63,294 | $324.3069 | D | 31,130 | D |
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 OptionsF1,F2 | $66.87 | Oct 31, 2018 | M | 81,378 | D | — | Apr 30, 2022 | Class A Common Stock | 81,378 | 0 | D |
| Time Vesting Stock OptionsF1,F5 | $66.87 | Oct 31, 2018 | M | 63,294 | D | — | Apr 30, 2022 | Class A Common Stock | 63,294 | 0 | D |
Explanation of responses
- F1In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the exercise price and performance targets (divided by .9042) and the number of options (multiplied by .9042).
- F2Exercise of performance-vesting stock options granted on April 30, 2012; 25,000 stock options subject to the attainment of a $125 per share hurdle (with a 4-year term); and 25,000 stock options subject to the attainment of a $150 per-share hurdle (with a 4-year term); Vesting schedule as follows: 25% first eligible to vest on April 30, 2013; 25% first eligible to vest on April 30, 2014; 25% first eligible to vest on April 30, 2015; and 25% first eligible to vest on April 30, 2016. As the grants vested before the Time Warner Cable Inc. transactions, the number of shares, exercise prices and performance targets in this footnote were not adjusted for purposes of this filing.
- F3Includes shares held jointly with Kathy L. Bickham.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.00 to $323.37, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F5Exercise of time-vesting stock options granted on April 30, 2012. Options vest in 25% installments on each of the first four anniversaries of April 30, 2012.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.00 to $325.87, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.