Sec Form 4 Filing - Fox Andrew Scott @ Charge Enterprises, Inc. - 2022-06-07

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fox Andrew Scott 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, Director & Chairman (Last) (First) (Middle) 125 PARK AVENUE 25TH FLOOR, NEW YORK, NY 10017 3. Date of Earliest Transaction (MM/DD/YY) 06/07/2022 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 06/07/2022 M 220,000 A $ 0.5 220,000 I See footnote( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 0.5 06/07/2022 M 220,000 ( 1 ) ( 1 ) Common Stock 220,000 $ 0.5 0 I See footnote( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fox Andrew Scott 125 PARK AVENUE 25TH FLOOR NEW YORK, NY 10017 NEW YORK, NY10017 X X CEO, Director & Chairman Signatures /s/ JAMIE YUNG, Attorney-in-Fact 06/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person owned indirectly through 9 Madison, Inc., an entity wholly-owned by the Reporting Person, a warrant (the "Warrant") to purchase up to 220,000 shares of the Issuer's Common Stock, erroneously identified in the Reporting Person's Form 3 as owned directly by the Reporting Person. The Warrant was exercisable commencing September 2, 2020, and expiring on September 2, 2022. ( 2 )The Reporting Person owns indirectly through 9 Madison, Inc. the 220,000 shares of Issuer's Common Stock issued upon exercise of the Warrant. The Reporting Person also owns 29,737,600 of the Issuer's Common Stock directly, and an additional 1,000,000 shares of the Issuer's Common Stock indirectly, as previously reported in the Reporting Person's Form 3.

Remarks: Exhibit 24 - Power of Attorney

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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