Sec Form 4 Filing - ADVANCE/NEWHOUSE PARTNERSHIP @ CHARTER COMMUNICATIONS, INC. /MO/ - 2021-06-18

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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
ADVANCE/NEWHOUSE PARTNERSHIP
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6350 COURT STREET,
3. Date of Earliest Transaction (MM/DD/YY)
06/18/2021
(Street)
EAST SYRACUSE, NY13057-1211
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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 See Remarks
Class B Common Units of Charter Communications Holdings, LLC ( 4 ) 06/18/20 21 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 See Remarks
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADVANCE/NEWHOUSE PARTNERSHIP
6350 COURT STREET
EAST SYRACUSE, NY13057-1211
X X
ADVANCE LONG-TERM MANAGEMENT TRUST
C/O ROBINSON MILLER LLC
ONE NEWARK CENTER, 19TH FLOOR
NEWARK, NJ07102
X
NEWHOUSE BROADCASTING CORP
6350 COURT STREET
EAST SYRACUSE, NY13057-1211
X
ADVANCE PUBLICATIONS, INC
950 FINGERBOARD ROAD
STATEN ISLAND, NY10305
X
NEWHOUSE FAMILY HOLDINGS, L.P.
ONE WORLD TRADE CENTER
NEW YORK, NY10007
X
Signatures
Advance/Newhouse Partnership, By: /s/ Oren Klein, Chief Financial Officer 06/21/2021
Signature of Reporting Person Date
Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer 06/21/2021
Signature of Reporting Person Date
Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer 06/21/2021
Signature of Reporting Person Date
Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee 06/21/2021
Signature of Reporting Person Date
Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee 06/21/2021
Signature of Reporting Person Date
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.

Remarks:
Each of Newhouse Broadcasting Corporation, Advance Publications, Inc., Newhouse Family Holdings, L.P. and Advance Long-Term Management Trust may be deemed to beneficially own the Convertible Preferred Units and Class B Common Units held by A/N due to their control of A/N.

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