Home > Insider Trading > Filing (0001654954-22-012019)

Filing Details

Accession Number:: 0001654954-22-012019
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-31 16:01:27
Reporting Period:: 2022-08-29

Accepted Time:: 2022-08-31 16:01:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1277250	Charge Enterprises Inc.	CRGE	Telegraph & Other Message Communications (4822)	900471969

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1872307	Craig Harper-Denson	125 Park Avenue 25Th Floor New York NY 10017	Coo, Cco, Secretary	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001	Acquisiton	2022-08-30	7,500	$0.55	7,500	No	4	M	Indirect	By spouse
Common Stock, Par Value $0.0001	Disposition	2022-08-30	7,500	$0.00	7,500	No	5	G	Indirect	By spouse
Common Stock, Par Value $0.0001	Acquisiton	2022-08-30	7,500	$0.00	7,500	No	5	G	Direct
Common Stock, Par Value $0.0001	Disposition	2022-08-30	7,500	$2.74	0	No	4	S	Direct
Common Stock, Par Value $0.0001	Acquisiton	2022-08-31	7,500	$0.55	7,500	No	4	M	Indirect	By spouse
Common Stock, Par Value $0.0001	Disposition	2022-08-31	7,500	$0.00	7,500	No	5	G	Indirect	By spouse
Common Stock, Par Value $0.0001	Acquisiton	2022-08-31	7,500	$0.00	7,500	No	5	G	Direct
Common Stock, Par Value $0.0001	Disposition	2022-08-31	7,500	$2.62	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	By spouse
No	5	G	Indirect	By spouse
No	5	G	Direct
No	4	S	Direct
No	4	M	Indirect	By spouse
No	5	G	Indirect	By spouse
No	5	G	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Contract to Sell (obligation to sell)	Acquisiton	2022-08-29	0	$0.00	0	$0.00
Common Stock	Options, right to buy	Disposition	2022-08-30	7,500	$0.00	7,500	$0.55
Common Stock	Options, right to buy	Disposition	2022-08-31	7,500	$0.00	7,500	$0.55

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2022-09-30	2024-09-30	No	4	J	Direct
9,730,000		2030-11-01	No	4	M	Indirect
9,722,500		2030-11-01	No	4	M	Indirect

Footnotes

On August 29, 2022, the Reporting Person entered into a common stock purchase agreement with an unaffiliated third party buyer. The agreement obligates the Reporting Person to deliver to the buyer, in four separate calendar quarterly transactions, such number of shares of Common Stock equal to $250,000 divided by 95% of the volume weighted average price of the Issuer's Common Stock for the 75 days immediately preceding the 15th of the last month of such calendar quarter. If such price is below $1.00, then such sale shall occur in the next subsequent calendar quarter. The aggregate purchase price to be paid to the Reporting Person under the common stock purchase agreement is $1,000,000. The Reporting Person's spouse, holder of an option to purchase shares of Common Stock (see footnote 4), which the Reporting Persons is a beneficial owner, has committed to deliver to the Reporting Person such number of shares of Common Stock to satisfy the delivery obligations under the common stock purchase agreement.
The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.70 to $2.80, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 foregoing range. The shares issued upon exercise of the option were gifted to the Reporting Person by Reporting Person's spouse and Reporting Person, as direct owner, disposed of the shares.
The sale price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.57 to $2.66, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 foregoing range. The shares issued upon exercise of the option were gifted to the Reporting Person by Reporting Person's spouse and Reporting Person, as direct owner, disposed of the shares.
On November 1, 2020, the Reporting Person's spouse was issued a ten-year option to purchase 10,500,000 shares of common stock. The vesting schedule for the remaining shares issuable upon exercise is: (i) 4,472,500 shares, which vested November 1, 2021; (ii) 2,625,000 shares will vest on November 1, 2022; and (iii) 2,625,000 shares will vest on November 1, 2023.