Charter Communications Form 4 / Michael A Newhouse ownership change

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^*

Newhouse Michael A

(Last)

(First)

(Middle)

C/O CHARTER COMMUNICATIONS, INC.

400 WASHINGTON BLVD.

(Street)

STAMFORD

06902

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2023

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

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2023		X/K⁽¹⁾⁽²⁾⁽³⁾		125,000	D	$408.2063⁽¹⁾⁽²⁾⁽³⁾	3,011,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/23/2023		J/K⁽¹⁾⁽²⁾⁽³⁾		125,000	A	$414.7847⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/23/2023		X/K⁽¹⁾⁽²⁾⁽³⁾		125,000	D	$408.2063⁽¹⁾⁽²⁾⁽³⁾	3,011,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/23/2023		J/K⁽¹⁾⁽²⁾⁽³⁾		125,000	A	$414.7847⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/24/2023		X/K⁽¹⁾⁽²⁾⁽³⁾		125,000	D	$408.2063⁽¹⁾⁽²⁾⁽³⁾	3,011,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/24/2023		J/K⁽¹⁾⁽²⁾⁽³⁾		125,000	A	$413.8823⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/24/2023		X/K⁽¹⁾⁽²⁾⁽³⁾		125,000	D	$408.2063⁽¹⁾⁽²⁾⁽³⁾	3,011,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/24/2023		J/K⁽¹⁾⁽²⁾⁽³⁾		125,000	A	$413.8823⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/25/2023		X/K⁽¹⁾⁽²⁾⁽³⁾		125,000	D	$408.2063⁽¹⁾⁽²⁾⁽³⁾	3,011,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/25/2023		J/K⁽¹⁾⁽²⁾⁽³⁾		125,000	A	$415.8709⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/25/2023		X/K⁽¹⁾⁽²⁾⁽³⁾		125,000	D	$408.2063⁽¹⁾⁽²⁾⁽³⁾	3,011,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	D
Common Stock	08/25/2023		J/K⁽¹⁾⁽²⁾⁽³⁾		125,000	A	$415.8709⁽¹⁾⁽²⁾⁽³⁾	3,136,511⁽²⁾⁽³⁾	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Common Stock								3,835	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call option (obligation to sell)	$408.2063⁽¹⁾⁽²⁾⁽³⁾	08/23/2023		X/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/23/2023	08/23/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	625,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/23/2023		J/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/23/2023	08/23/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	625,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$408.2063⁽¹⁾⁽²⁾⁽³⁾	08/23/2023		X/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/23/2023	08/23/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	625,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/23/2023		J/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/23/2023	08/23/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	625,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$408.2063⁽¹⁾⁽²⁾⁽³⁾	08/24/2023		X/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/24/2023	08/24/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	500,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/24/2023		J/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/24/2023	08/24/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	500,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$408.2063⁽¹⁾⁽²⁾⁽³⁾	08/24/2023		X/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/24/2023	08/24/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	500,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/24/2023		J/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/24/2023	08/24/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	500,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$408.2063⁽¹⁾⁽²⁾⁽³⁾	08/25/2023		X/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/25/2023	08/25/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	375,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/25/2023		J/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/25/2023	08/25/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	375,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Call option (obligation to sell)	$408.2063⁽¹⁾⁽²⁾⁽³⁾	08/25/2023		X/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/25/2023	08/25/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	375,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾
Put option (right to sell)	$247.486⁽¹⁾⁽²⁾⁽³⁾	08/25/2023		J/K⁽¹⁾⁽²⁾⁽³⁾			125,000	08/25/2023	08/25/2023	Common Stock	125,000	$0⁽¹⁾⁽²⁾⁽³⁾	375,000	I	Indirect Interest in a Partnership⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. As previously disclosed, 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 with unaffiliated banks (each, a "Bank"), 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"), half of which were unwound prior to or expired in August 2021 and half of which expire in 2023 (the Share Collar Transactions expiring in 2023, the "Transactions"). The Transactions expire evenly over a series of expiration dates from August 15 to August 30, 2023, inclusive.

2. Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $408.2063 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised.

3. The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and any reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder.

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, Units or options 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 the put and call options listed in Table II and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, Units or options for purposes of Section 16 or for any other purpose.

	/s/ Michael A. Newhouse	08/25/2023
	** Signature of Reporting Person	Date
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Charter Communications (CHTR) Form 4CHARTER COMMUNICATIONS / Michael A Newhouse ownership change