SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gabriel 613 Trust

(Last)

(First)

(Middle)

C/O LAW OFFICES OF EVAN BERGER

445 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK

10022

(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)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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, par value $.0001 per share⁽¹⁾	10/28/2021		C	15,377,448	A	⁽¹⁾	35,593,906	D
Common Stock, par value $.0001 per share	12/17/2021		S	4,500,000	D	$0.2222⁽²⁾	31,093,906	D

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)	4. Transaction Code (Instr. 8)	(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)
Series A Preferred Stock	⁽³⁾	10/22/2021		G	500,000		⁽³⁾	⁽³⁾	Common Stock	15,377,448	⁽³⁾⁽⁴⁾	500,000	D
Series A Preferred Stock	⁽³⁾	10/28/2021		C		500,000	⁽³⁾	⁽³⁾	Common Stock	15,377,448	⁽³⁾	0	D

Explanation of Responses:

1. Represents Common Stock received on October 28, 2021 in connection with the conversion of all of the Issuer's outstanding shares of Series A Preferred Stock into Common Stock.

2. On December 17, 2021, the Reporting Person sold 4,500,000 shares of Common Stock to Arena Investors, LP and certain of its affiliates ("Arena") in a private sale for aggregate consideration of $1,000,000 plus an option to acquire certain assets of Arena.

3. The Series A Preferred Stock were immediately exercisable upon their issuance and at the sole option of the holders. On October 28, 2021, all of the outstanding shares of the Issuer's Series A Preferred Stock were converted into shares of Common Stock.

4. Shares of Series A Preferred Stock received as a bona fide gift from KORR Acquisitions Group, Inc.

Remarks:

The Reporting Person is an irrevocable trust formed in 2021 for estate planning purposes by its settlor, who is neither a trustee nor a beneficiary of the Reporting Person, in accordance with the laws of the State of New York. Evan Berger is the sole trustee of the Reporting Person and is not a beneficiary of the Reporting Person. As trustee, Mr. Berger may be deemed to have beneficial ownership of the securities held by the Reporting Person. This report shall not be deemed an admission that Mr. Berger is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Evan Berger, as Trustee of the Gabriel 613 Trust	01/26/2024
	** 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).
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