SEC Filing | Charter Communications Inc.

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SEC FORM 4 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^*

Newhouse Michael A

(Last)

(First)

(Middle)

C/O CHARTER COMMUNICATIONS, INC.

400 ATLANTIC STREET

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ]

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)
08/19/2021

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 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	08/19/2021		X/K⁽¹⁾⁽²⁾⁽³⁾		65,799	D	$371.5202⁽¹⁾⁽²⁾⁽³⁾	3,070,712⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/19/2021		J/K⁽¹⁾⁽²⁾⁽³⁾		65,799	A	$783.5925⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/19/2021		X/K⁽¹⁾⁽²⁾⁽³⁾		65,798	D	$371.5202⁽¹⁾⁽²⁾⁽³⁾	3,070,713⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/19/2021		J/K⁽¹⁾⁽²⁾⁽³⁾		65,798	A	$783.5925⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/20/2021		X/K⁽¹⁾⁽²⁾⁽³⁾		65,799	D	$371.5202⁽¹⁾⁽²⁾⁽³⁾	3,070,712⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/20/2021		J/K⁽¹⁾⁽²⁾⁽³⁾		65,799	A	$794.986⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/20/2021		X/K⁽¹⁾⁽²⁾⁽³⁾		65,798	D	$371.5202⁽¹⁾⁽²⁾⁽³⁾	3,070,713⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/20/2021		J/K⁽¹⁾⁽²⁾⁽³⁾		65,798	A	$794.986⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/23/2021		X/K⁽¹⁾⁽²⁾⁽³⁾		65,799	D	$371.5202⁽¹⁾⁽²⁾⁽³⁾	3,070,712⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/23/2021		J/K⁽¹⁾⁽²⁾⁽³⁾		65,799	A	$798.7781⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/23/2021		X/K⁽¹⁾⁽²⁾⁽³⁾		65,798	D	$371.5202⁽¹⁾⁽²⁾⁽³⁾	3,070,713⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	D
Common Stock	08/23/2021		J/K⁽¹⁾⁽²⁾⁽³⁾		65,798	A	$798.7781⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								2,824	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)	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)
Call option (obligation to sell)	$371.5202⁽¹⁾⁽²⁾⁽³⁾	08/19/2021		X/K⁽¹⁾⁽²⁾⁽³⁾			65,799	08/19/2021	08/19/2021	Common Stock	65,799	$0⁽¹⁾⁽²⁾⁽³⁾	526,392	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/19/2021		J/K⁽¹⁾⁽²⁾⁽³⁾			65,799	08/19/2021	08/19/2021	Common Stock	65,799	$0⁽¹⁾⁽²⁾⁽³⁾	526,392	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$371.5202⁽¹⁾⁽²⁾⁽³⁾	08/19/2021		X/K⁽¹⁾⁽²⁾⁽³⁾			65,798	08/19/2021	08/19/2021	Common Stock	65,798	$0⁽¹⁾⁽²⁾⁽³⁾	526,373	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/19/2021		J/K⁽¹⁾⁽²⁾⁽³⁾			65,798	08/19/2021	08/19/2021	Common Stock	65,798	$0⁽¹⁾⁽²⁾⁽³⁾	526,373	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$371.5202⁽¹⁾⁽²⁾⁽³⁾	08/20/2021		X/K⁽¹⁾⁽²⁾⁽³⁾			65,799	08/20/2021	08/20/2021	Common Stock	65,799	$0⁽¹⁾⁽²⁾⁽³⁾	460,593	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/20/2021		J/K⁽¹⁾⁽²⁾⁽³⁾			65,799	08/20/2021	08/20/2021	Common Stock	65,799	$0⁽¹⁾⁽²⁾⁽³⁾	460,593	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$371.5202⁽¹⁾⁽²⁾⁽³⁾	08/20/2021		X/K⁽¹⁾⁽²⁾⁽³⁾			65,798	08/20/2021	08/20/2021	Common Stock	65,798	$0⁽¹⁾⁽²⁾⁽³⁾	460,575	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/20/2021		J/K⁽¹⁾⁽²⁾⁽³⁾			65,798	08/20/2021	08/20/2021	Common Stock	65,798	$0⁽¹⁾⁽²⁾⁽³⁾	460,575	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$371.5202⁽¹⁾⁽²⁾⁽³⁾	08/23/2021		X/K⁽¹⁾⁽²⁾⁽³⁾			65,799	08/23/2021	08/23/2021	Common Stock	65,799	$0⁽¹⁾⁽²⁾⁽³⁾	394,794	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/23/2021		J/K⁽¹⁾⁽²⁾⁽³⁾			65,799	08/23/2021	08/23/2021	Common Stock	65,799	$0⁽¹⁾⁽²⁾⁽³⁾	394,794	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$371.5202⁽¹⁾⁽²⁾⁽³⁾	08/23/2021		X/K⁽¹⁾⁽²⁾⁽³⁾			65,798	08/23/2021	08/23/2021	Common Stock	65,798	$0⁽¹⁾⁽²⁾⁽³⁾	394,777	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/23/2021		J/K⁽¹⁾⁽²⁾⁽³⁾			65,798	08/23/2021	08/23/2021	Common Stock	65,798	$0⁽¹⁾⁽²⁾⁽³⁾	394,777	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), under which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"), half of which were scheduled to expire in 2021 and half of which were scheduled to expire in 2023. A portion of the 2021 Transactions was previously unwound and the remaining 2021 Transactions expire evenly over a series of expiration dates from August 16 to August 31, 2021, inclusive.

2. Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised.

3. The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder.

4. The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose.

5. The Reporting Person, by virtue of his affiliations with Advance Long-Term Management Trust, a New Jersey trust ("ALTMT"), Advance Publications, Inc., a New York corporation ("API") and Newhouse Broadcasting Corporation ("NBCo"), and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the Common Stock and Units owned directly by A/N. ALTMT is the general partner of Newhouse Family Holdings, L.P., a Delaware limited partnership, which owns all of the voting shares of API. API and NBCo indirectly own all of the partnership interests of A/N.

	/s/ Michael A. Newhouse	08/23/2021
	** Signature of Reporting Person	Date
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