Sec Form 4 Filing - Newhouse Michael A @ CHARTER COMMUNICATIONS, INC. /MO/ - 2018-08-06

Insider filing report for Changes in Beneficial Ownership
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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
Newhouse Michael A
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)
(Last) (First) (Middle)
C/O CHARTER COMMUNICATIONS, INC., 400 ATLANTIC STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2018
(Street)
STAMFORD, CT06901
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
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
Call option (obligation to sell) $ 371.5202 08/06/2018 S/K 1,500,000 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 1,500,000 ( 1 ) ( 2 ) ( 4 ) ( 5 ) 1,500,000 I Indirect Interest in a Partnership ( 6 ) ( 7 )
Call option (obligation to sell) $ 371.5202 08/06/2018 S/K 1,500,000 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 1,500,000 ( 1 ) ( 2 ) ( 4 ) ( 5 ) 1,500,000 I Indirect Interest in a Partnership ( 6 ) ( 7 )
Call option (obligation to sell) $ 408.2063 08/06/2018 S/K 1,500,000 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 1,500,000 ( 1 ) ( 3 ) ( 4 ) ( 5 ) 1,500,000 I Indirect Interest in a Partnership ( 6 ) ( 7 )
Call option (obligation to sell) $ 408.2063 08/06/2018 S/K 1,500,000 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 1,500,000 ( 1 ) ( 3 ) ( 4 ) ( 5 ) 1,500,000 I Indirect Interest in a Partnership ( 6 ) ( 7 )
Put option (right to sell) $ 247.486 08/06/2018 P/K 1,500,000 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 1,500,000 ( 1 ) ( 2 ) ( 4 ) ( 5 ) 1,500,000 I Indirect Interest in a Partnership ( 6 ) ( 7 )
Put option (right to sell) $ 247.486 08/06/2018 P/K 1,500,000 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 1,500,000 ( 1 ) ( 2 ) ( 4 ) ( 5 ) 1,500,000 I Indirect Interest in a Partnership ( 6 ) ( 7 )
Put option (right to sell) $ 247.486 08/06/2018 P/K 1,500,000 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 1,500,000 ( 1 ) ( 3 ) ( 4 ) ( 5 ) 1,500,000 I Indirect Interest in a Partnership ( 6 ) ( 7 )
Put option (right to sell) $ 247.486 08/06/2018 P/K 1,500,000 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 1,500,000 ( 1 ) ( 3 ) ( 4 ) ( 5 ) 1,500,000 I Indirect Interest in a Partnership ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Newhouse Michael A
C/O CHARTER COMMUNICATIONS, INC.
400 ATLANTIC STREET
STAMFORD, CT06901
X
Signatures
/s/ Michael A. Newhouse 08/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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, pursuant to 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"). The Transactions will be settled in cash unless A/N elects physical settlement, in which case it expects to exchange Units for Class A Common Stock sufficient to satisfy its obligations under the Transactions.
( 2 )The Transaction expires evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive.
( 3 )The Transaction expires evenly over a series of expiration dates from August 15, 2023 to August 30, 2023, inclusive.
( 4 )On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the Common Stock on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price.
( 5 )The Transaction is a "zero-cost collar", in which no premium was exchanged for either the call option or the put option.
( 6 )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 Common Stock and Class B Common Units of Charter Holdings 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.
( 7 )The Reporting Person disclaims beneficial ownership of the shares of Common Stock and Class B Common Units of Charter Holdings owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

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