SEC Form 4 · accession 0001091667-19-000015
CHARTER COMMUNICATIONS, INC. /MO/ · CHTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher L Winfrey
Officer — Chief Financial Officer
Period of report
Oct 23, 2018
Accepted (ET)
Jan 17, 2019 · 4:44 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 | Oct 24, 2018 | J | 35,854 | $0.00 | D | 14,983 | D | |
| Class A Common StockF1 | Oct 24, 2018 | J | 35,854 | $0.00 | A | 35,854 | I | By Trust |
| Class A Common StockF2 | Dec 7, 2018 | J | 34,909 | $0.00 | D | 945 | I | By Trust |
| Class A Common StockF2 | Dec 7, 2018 | J | 34,909 | $0.00 | A | 34,909 | I | By Trust |
| Class A Common StockF3 | Dec 7, 2018 | J | 12,303 | $0.00 | D | 2,680 | D | |
| Class A Common StockF3 | Dec 7, 2018 | J | 12,303 | $0.00 | A | 12,303 | I | By Trust |
| Class A Common StockF4 | Dec 7, 2018 | J | 22,605 | $0.00 | D | 27,126 | I | By Atalaya Management, LLC |
| Class A Common StockF4 | Dec 7, 2018 | J | 22,605 | $0.00 | A | 34,908 | I | By Trust |
| Class A Common StockF5,F6 | Jan 15, 2019 | M | 6,798 | $292.31 | A | 9,478 | D | |
| Class A Common StockF7 | Jan 15, 2019 | F | 2,832 | $292.31 | D | 6,646 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF5,F8,F9 | $60.96 | Oct 23, 2018 | J | 93,434 | D | — | Apr 26, 2021 | Class A common stock | 93,434 | 70,075 | D |
| Stock OptionsF9,F8 | $60.96 | Oct 23, 2018 | J | 93,434 | A | — | Apr 26, 2021 | Class A common stock | 93,434 | 93,434 | I |
| Stock OptionsF11,F10 | $150.88 | Oct 23, 2018 | J | 14,970 | D | — | Jan 15, 2024 | Class A common stock | 14,970 | 22,006 | D |
| Stock OptionsF11,F10 | $150.88 | Oct 23, 2018 | J | 14,970 | A | — | Jan 15, 2024 | Class A common stock | 14,970 | 14,970 | I |
| Restricted Stock UnitsF6,F12 | — | Jan 15, 2019 | M | 6,798 | D | — | — | Class A Common Stock | 6,798 | 0 | D |
Explanation of responses
- F1On October 24, 2018, the reporting person transferred 35,854 shares of Charter Class A common stock to the Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001.
- F10Time-vesting stock options granted on January 15, 2014 under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became exercisable on January 15, 2017.
- F11On October 23, 2018, the reporting person transferred 14,970 stock options to the Christopher L. Winfrey 2018 GRAT I.
- F12On 1/15/2016 the reporting person was granted 7,519 Restricted Stock Units to vest on 1/15/2019. 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.
- F2On 12/7/2018, the Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001 transferred 34,909 shares of Charter Class A common stock to the Yeniley L Winfrey Irrevocable Trust.
- F3On 12/7/2018, the reporting person transferred 12,303 shares of Charter Class A common stock to the Winfrey Dynasty Trust.
- F4On 12/7/2018, Atalaya Management, LLC transferred 22,605 shares of Charter Class A common stock to the Winfrey Dynasty Trust.
- F5In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the number of Restricted Stock Units as well as the exercise price of options(divided by .9042) and the number of options (multiplied by .9042).
- F6Restricted Stock Units convert into common stock on a one-for-one basis.
- F7Withholding of securities for the purpose of paying taxes.
- F8Performance-vesting stock options granted on April 26, 2011; 60,277 stock options subject to the attainment of a $60 per share hurdle; 60,278 stock options subject to the attainment of a $80 per share hurdle; and 30,278 stock options subject to the attainment of a $100 per-share hurdle; Vesting schedule as follows: 33% first eligible to vest on January 26, 2012; 33% first eligible to vest on September 30, 2012; and 33% first eligible to vest on September 30, 2013. As the grants vested before the Time Warner Cable Inc. transactions, the number of shares and performance targets in this footnote were not adjusted for purposes of this filing.
- F9On October 23, 2018, the reporting person transferred 93,434 stock options to the Christopher L. Winfrey 2018 GRAT II.