Form 4 CHARTER COMMUNICATIONS, For: Jun 18 Filed by: Newhouse Michael A

June 21, 2021 9:35 PM EDT

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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 CT 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)
06/18/2021
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Preferred Units of Charter Communications Hldgs. (1) $ 267.85 (2) 06/18/2021   C     25,000,000 (3) 05/18/2021   (2) Class B Common Units of Charter Communications Holdings, LLC 9,333,500 (2) (3) (2) 0 I Indirect Interest in a Partnership (5) (6)
Class B Common Units of Charter Communications Holdings, LLC (4) 06/18/2021   C   9,333,500 (2) (3)   06/18/2021   (4) Class A Common Stock of Charter Communications, Inc. 9,333,500 (4) (4) 22,917,604 I Indirect Interest in a Partnership (5) (6)
Explanation of Responses:
1. The full name of the issuer of the Convertible Preferred Units is Charter Communications Holdings, LLC.
2. Pursuant to the Amended and Restated Limited Liability Company Agreement of Charter Communications Holdings, LLC, a Delaware limited liability company ("Charter Holdings"), dated as of May 18, 2016 (the "LLC Agreement"), on June 18, 2021, each of the Convertible Preferred Units of Charter Holdings (the "Convertible Preferred Units"), with liquidation value of $100, may be converted into 0.37334 of a Class B Common Unit, representing a conversion price of $267.85. There is no expiration date associated with the conversion of the Convertible Preferred Units.
3. Pursuant to the LLC Agreement, from and after the fifth anniversary of the date of the LLC Agreement, the Manager of Charter Holdings may elect, at its sole discretion, to require that the Convertible Preferred Units be converted into Class B Common Units of Charter Holdings (the "Class B Common Units"); provided that the closing price of the Class A Common Stock of the Issuer exceeds an amount equal to 1.3 times the then relevant conversion price with respect to the Convertible Preferred Units for at least 20 non-consecutive days in any 30 consecutive-day period (the "Minimum Trading Price Requirement"). On June 16, 2021, Advance/Newhouse Partnership, a New York partnership ("A/N"), received notice from Charter Holdings stating that the Minimum Trading Price Requirement has been met and requiring the conversion of all 25,000,000 Convertible Preferred Units held by A/N into Class B Common Units.
4. Pursuant to that certain Exchange Agreement, dated as of May 18, 2016, between, among others, the Issuer, Charter Holdings and A/N, the Class B Common Units may be exchanged by A/N at any time into either, at the Issuer's option, (i) shares of the Class A Common Stock of the Issuer on a one-for-one basis or (ii) cash based on the volume-weighted average price of the Class A Common Stock of the Issuer for the two consecutive trading days immediately prior to the date of delivery of an exchange notice by A/N. There is no expiration date associated with the exchange of the Class B Common Units.
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 shares of Class A Common Stock of the Issuer, Class B Common Units and Convertible Preferred 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.
6. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer, Class B Common Units and Convertible Preferred Units owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Michael A. Newhouse 06/21/2021
** Signature of Reporting Person Date
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