Sec Form 4 Filing - KARSH BRUCE A @ CHARTER COMMUNICATIONS, INC. /MO/ - 2013-05-01

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 KARSH BRUCE 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) 333 SOUTH GRAND AVENUE, 28TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2013 (Street) LOS ANGELES, CA90071 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 CLASS A COMMON STOCK 05/01/2013 S 7,064,036 D $ 95.5 2,000,000 I See footnote ( 1 ) ( 6 ) ( 7 )

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 Common Stock Warrants (CUSIP 16117M131) $ 46.86 05/01/2013 S 66,460 ( 2 ) 11/30/2009 11/30/2014 Class A Common Stock 66,460 $ 48.64 0 I See footnote ( 2 ) ( 5 ) ( 6 ) ( 7 ) Common Stock Warrants (CUSIP 16117M123) $ 51.28 05/01/2013 S 136,202 ( 3 ) 11/30/2009 11/30/2014 Class A Common Stock 136,202 $ 44.22 225,882 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KARSH BRUCE A 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X Signatures /s/ Bruce A. Karsh 05/03/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amount reported includes an aggregate of 2,000,000 shares of the Class A Common Stock of which Oaktree Opportunities Investments, L.P. ("OOI") is the direct owner on May 1, 2013. ( 2 )The amount reported includes an aggregate of 66,460 CUSIP 16117M131 common stock warrants sold to Liberty Media Corporation pursuant to the Stock Purchase Agreement, dated as of March 19, 2013 (the "Purchase Agreement"), of which 13,140 CUSIP 16117M131 common stock warrants were disposed of by Oaktree Value Opportunities Fund, L.P. ("VOF"), and 53,320 CUSIP 16117M131 common stock warrants were disposed of by OCM Opportunities Fund V, L.P. ("OCM V"). ( 3 )The amount reported includes an aggregate of 136,202 CUSIP 16117M123 common stock warrants sold to Liberty Media Corporation pursuant to the Purchase Agreement, of which 93,779 CUSIP 16117M123 common stock warrants were disposed of by OCM Opportunities Fund VI, L.P. ("OCM VI"), and 42,423 CUSIP 16117M123 common stock warrants were disposed of by OCM V. ( 4 )The amount reported includes an aggregate of 225,882 CUSIP 16117M123 common stock warrants, of which OCM Opportunities Fund VII Delaware, L.P. ("OCM Delaware VII") is the direct owner of 104,553 CUSIP 16117M123 common stock warrants and OCM VI is the direct owner of 121,329 warrants as of May 1, 2013. ( 5 )The general partner of VOF is Oaktree Value Opportunities Fund GP, L.P. ("VOF GP"). The general partner of VOF GP is Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd.") The general partner of OCM V is OCM Opportunities Fund V GP, L.P. ("V GP"). The general partner of OCM VI is OCM Opportunities Fund VI GP, L.P. ("VI GP"). The general partner of OCM Delaware VII is OCM Opportunities Fund VII Delaware GP Inc. ("VII Delaware GP"). The sole shareholder of VII Delaware GP is OCM Opportunities Fund VII, L.P. ("Fund VII"). The general partner of Fund VII is OCM Opportunities Fund VII GP, L.P. ("Fund VII GP"). The general partner of Fund VII GP is OCM Opportunities Fund VII GP Ltd. ("Fund VII GP Ltd."). ( 6 )The general partner of OOI is Oaktree Fund GP, LLC ("GP"). Oaktree Fund GP I, L.P. ("GP I") is the managing member of GP, the general partner of V GP and VI GP and the sole shareholder of VOF GP Ltd. and Fund VII GP Ltd. The general partner of GP I is Oaktree Capital I, L.P. ("Capital I"). The general partner of Capital I is OCM Holdings I, LLC ("Holdings I"). The managing member of Holdings I is Oaktree Holdings, LLC ("Holdings"). The managing member of Holdings is Oaktree Capital Group, LLC ("OCG"). The duly elected manager of OCG is Oaktree Capital Group Holdings GP, LLC. ( 7 )Bruce Karsh is an officer or its equivalent of GP I (the managing member of GP, the general partner of V GP and VI GP and the sole shareholder of VOF GP Ltd. and Fund VII GP Ltd), who served as a director appointed on behalf of OOI. These securities may be deemed beneficially owned by Mr. Karsh by virtue of his being an officer (or its equivalent) of GP I, and Mr. Karsh disclaims beneficial ownership of these securities except to the extent of his indirect pecuniary interest therein and the inclusion of these securities in this Form 4 shall not be deemed an admission that Mr. Karsh has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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