Sec Form 4 Filing - Newhouse Michael A @ CHARTER COMMUNICATIONS, INC. /MO/ - 2021-02-26

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)
02/26/2021
(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 02/26/2021 P/K 554,118 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 554,118 ( 1 ) ( 2 ) 945,882 I Indirect Interest in a Partnership ( 4 ) ( 5 )
Call option (obligation to sell) $ 371.5202 02/26/2021 P/K 554,141 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 554,141 ( 1 ) ( 3 ) 945,859 I Indirect Interest in a Partnership ( 4 ) ( 5 )
Put option (right to sell) $ 247.486 02/26/2021 S/K 554,118 ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 554,118 ( 1 ) ( 2 ) 945,882 I Indirect Interest in a Partnership ( 4 ) ( 5 )
Put option (right to sell) $ 247.486 02/26/2021 S/K 554,141 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 554,141 ( 1 ) ( 3 ) 945,859 I Indirect Interest in a Partnership ( 4 ) ( 5 )
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 03/02/2021
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"). Under the agreement, the Transactions may 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 )On February 26, 2021, A/N early terminated a portion of the Transactions, with expiration dates running from August 16, 2021 to August 31, 2021, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 554,118 shares of Class A Common Stock, and, in connection with this termination, 554,118 Units were released from the related pledge. Pursuant to this termination, A/N paid $130,695,746.22 in cash to the unaffiliated bank counterparty.
( 3 )Also on February 26, 2021, A/N early terminated an additional portion of the Transactions, with expiration dates running from August 16, 2021 to August 31, 2021, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 554,141 shares of Class A Common Stock, and, in connection with this termination, 554,141 Units were released from the related pledge. Pursuant to this termination, A/N paid $130,689,832.55 in cash to the unaffiliated bank counterparty.
( 4 )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 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.
( 5 )The Reporting Person disclaims beneficial ownership of the shares of Common Stock and Units 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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