Charter Communications (CHTR) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)

6350 COURT STREET

(Street)

EAST SYRACUSE NY 13057

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$475.2027	02/18/2022		P/K			722,404	(1)(2)	(1)(2)	Common Stock	722,404	(1)(2)	1,064,681	D
Call option (obligation to sell)	$475.2027	02/18/2022		P/K			541,801	(1)(3)	(1)(3)	Common Stock	541,801	(1)(3)	798,512	D
Call option (obligation to sell)	$475.2027	02/18/2022		P/K			180,600	(1)(4)	(1)(4)	Common Stock	180,600	(1)(4)	266,170	D
Put option (right to sell)	$327.726	02/18/2022		S/K			722,404	(1)(2)	(1)(2)	Common Stock	722,404	(1)(2)	1,064,681	D
Put option (right to sell)	$327.726	02/18/2022		S/K			541,801	(1)(3)	(1)(3)	Common Stock	541,801	(1)(3)	798,512	D
Put option (right to sell)	$327.726	02/18/2022		S/K			180,600	(1)(4)	(1)(4)	Common Stock	180,600	(1)(4)	266,170	D

1. Name and Address of Reporting Person^*

ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)

6350 COURT STREET

(Street)

EAST SYRACUSE NY 13057

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVANCE LONG-TERM MANAGEMENT TRUST

(Last) (First) (Middle)

C/O ROBINSON MILLER LLC

ONE NEWARK CENTER, 19TH FLOOR

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NEWHOUSE BROADCASTING CORP

(Last) (First) (Middle)

6350 COURT STREET

(Street)

EAST SYRACUSE NY 13057

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVANCE PUBLICATIONS, INC

(Last) (First) (Middle)

950 FINGERBOARD ROAD

(Street)

STATEN ISLAND NY 10305

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NEWHOUSE FAMILY HOLDINGS, L.P.

(Last) (First) (Middle)

ONE WORLD TRADE CENTER

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

Explanation of Responses:

1. On July 30, 2019, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 3,950,000 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 3,950,000 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 18, 2022, A/N early terminated a portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 722,404 shares of Class A Common Stock, and, in connection with this termination, 722,404 Units were released from the related pledge. Pursuant to this termination, A/N paid $102,945,581.97 in cash to the unaffiliated bank counterparty.

3. Also on February 18, 2022, A/N early terminated an additional portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 541,801 shares of Class A Common Stock, and, in connection with this termination, 541,801 Units were released from the related pledge. Pursuant to this termination, A/N paid $77,198,461.30 in cash to the unaffiliated bank counterparty.

4. Also on February 18, 2022, A/N early terminated an additional portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 180,600 shares of Class A Common Stock, and, in connection with this termination, 180,600 Units were released from the related pledge. Pursuant to this termination, A/N paid $25,732,772.94 in cash to the unaffiliated bank counterparty.

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 call options and put options held by A/N and reported in Table II due to their control of A/N.

	Advance/Newhouse Partnership, By: /s/ Oren Klein, Chief Financial Officer	02/23/2022
	Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer	02/23/2022
	Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer	02/23/2022
	Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner By: /s/ Michael A. Newhouse, Trustee	02/23/2022
	Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee	02/23/2022
	** Signature of Reporting Person	Date
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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