Charge Enterprises Form 4 / Benjamin Jr. Carson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carson Benjamin Jr.

(Last)

(First)

(Middle)

125 PARK AVENUE, 25TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Charge Enterprises, Inc. [ CRGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/03/2024		J⁽¹⁾⁽²⁾		101,720⁽¹⁾⁽²⁾	D	$0⁽¹⁾⁽²⁾	0	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options, right to buy	⁽¹⁾⁽²⁾	05/03/2024		J⁽¹⁾⁽²⁾			0⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	⁽¹⁾⁽²⁾	$0	0	D

Explanation of Responses:

1. On March 7, 2024, the Issuer voluntarily initiated proceedings under Chapter 11 of Title 11 of the United States Code in the U.S. Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), and on April 24, 2024, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Chapter 11 Plan of Reorganization of the Debtor in its Chapter 11 Case (the "Plan"). On May 3, 2024 (the "Effective Date"), the Plan was consummated and became effective in accordance with its terms and the Issuer emerged from the Chapter 11 Case.

2. On the Effective Date, all of the Company's previously outstanding common stock, including all of the Issuer's equity award agreements under any incentive plan, options, warrants, rights, restricted stock units or other securities or agreements to acquire such common stock, were cancelled and extinguished pursuant to the Plan.

3. Shares were held indirectly through Phoenix Family Holdings, LLC. Mr. Carson is the President of Phoenix Family Holdings, LLC and had voting and dispositive power over the shares held by this entity. The address for Phoenix Family Holdings LLC is 3804 Elmwood Towne Way, Alexandria, VA 22303.

	/s/ Jamie Yung, Attorney-In-Fact	05/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Charge Enterprises (CRGEQ) Form 4Charge Enterprises / Benjamin Jr. Carson ownership change