CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2020

May 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2020-05-05

Reporting Person: Winfrey Christopher L (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-05	Class A Common Stock	M	117664	$60.96	Acquired	149917	Direct
2020-05-05	Class A Common Stock	F	64702	$516.90	Disposed	85215	Direct
2020-05-05	Class A Common Stock	M	50428	$60.96	Acquired	135643	Direct
2020-05-05	Class A Common Stock	F	27730	$516.93	Disposed	107913	Direct
2020-05-05	Class A Common Stock	S	19552	$516.44	Disposed	88361	Direct
2020-05-06	Class A Common Stock	S	9239	$508.51	Disposed	79122	Direct
2020-05-06	Class A Common Stock	M	45845	$60.96	Acquired	45845	Indirect
2020-05-06	Class A Common Stock	F	5536	$504.849	Disposed	40309	Indirect
2020-05-06	Class A Common Stock	M	19647	$60.96	Acquired	59956	Indirect
2020-05-06	Class A Common Stock	F	2373	$504.917	Disposed	57583	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-05	Stock Options	$60.96	M	117664	Disposed	2021-04-26	Class A Common Stock (117664.0)	Direct
2020-05-05	Stock Options	$60.96	M	50428	Disposed	2021-04-26	Class A Common Stock (50428.0)	Direct
2020-05-06	Stock Options	$60.96	M	45845	Disposed	2021-04-26	Class A Common Stock (45845.0)	Indirect
2020-05-06	Stock Options	$60.96	M	19647	Disposed	2021-04-26	Class A Common Stock (19647.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	27126	Indirect
Class A Common Stock	34908	Indirect
Class A Common Stock	34909	Indirect
Class A Common Stock	945	Indirect

Footnotes

F1: To address the near-term expiration of ten-year performance-based and ten-year time-based stock options, the reporting person exercised options granted in 2011 under the Charter Communications, Inc. 2009 Stock Incentive Plan.

F2: Withholding of securities for the purpose of paying the exercise price and paying taxes.

F3: Based on an estimate of the tax withholding obligation, a portion of May 5, 2020 net settled shares held directly by Mr. Winfrey were sold to fund tax withholding obligations related to the net settlement exercise of 45,845 ten-year performance-based stock options and 19,647 ten-year time-based options held by the Christopher L. Winfrey 2018 GRAT II reported herein. The total net effect of direct and indirect holding of stock options exercised on May 5 and 6, 2020 was that, after settlement of the exercise price and taxes, the residual value of the option exercises to Mr. Winfrey's direct and indirect holdings was over 99% delivered in Charter stock versus cash.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $516.25 to $517.32, inclusive, for sales on May 5, 2020 and prices ranging from $507.00 to $510.335, inclusive, for sales on May 6, 2020. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F5: Withholding of securities for the purpose of paying the exercise price.

F6: Performance-vesting stock options granted on April 26, 2011 under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became fully exercisable on November 1, 2013.

F7: Time-vesting stock options granted on April 26, 2011 under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became fully exercisable on November 1, 2013.