Sec Form 4 Filing - Heneghan James M @ CHARTER COMMUNICATIONS, INC. /MO/ - 2013-05-14

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 Heneghan James M 2. Issuer Name and Ticker or Trading Symbol CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Charter Media (Last) (First) (Middle) C/O CHARTER COMMUNICATIONS, INC., 400 ATLANTIC STREET, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/14/2013 (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 Class A Common Stock 05/14/2013 M 22,800 ( 1 ) A $ 55.12 42,250 D Class A Common Stock 05/14/2013 S 22,800 ( 2 ) D $ 113.728 ( 3 ) 19,450 D Class A Common Stock 05/14/2013 S 3,500 D $ 113.738 ( 4 ) 15,950 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 (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 Performance-Vesting Stock Options $ 55.12 05/14/2013 M 22,800 04/26/2012 04/26/2021 Class A Common Stock 22,800 $ 55.12 68,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heneghan James M C/O CHARTER COMMUNICATIONS, INC. 400 ATLANTIC STREET, 10TH FLOOR STAMFORD, CT06901 President, Charter Media Signatures /s/ Jennifer Dau-Sullivan as attorney-in-fact for James M. Heneghan 05/15/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercise of a portion of vested stock options granted on 4/26/2011. One-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $60 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days) on each of the following: commencing on or after January 26, 2012, commencing on or after September 30, 2012 and commencing on or after September 30, 2013; one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $80 per share on each of the following: commencing on or after January 26, 2012, commencing September 30, 2012 and commencing September 30, 2013; and, one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $100 per share on each of the following: commencing on or after January 26, 2012, commencing September 30, 2012 and commencing September 30, 2013. ( 2 )Sale of stock options reported as exercised in Footnotes 1 and 2. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.63 to $113.85, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.7 to $113.85, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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