0000899243-21-025183.txt : 20210621
0000899243-21-025183.hdr.sgml : 20210621
20210621213535
ACCESSION NUMBER: 0000899243-21-025183
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210618
FILED AS OF DATE: 20210621
DATE AS OF CHANGE: 20210621
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEWHOUSE BROADCASTING CORP
CENTRAL INDEX KEY: 0000914545
STATE OF INCORPORATION: NY
FISCAL YEAR END: 0731
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33664
FILM NUMBER: 211032867
BUSINESS ADDRESS:
STREET 1: 5015 CAMPUSWOOD DRIVE
CITY: SYRACUSE
STATE: NY
ZIP: 13057
BUSINESS PHONE: 212-692-4400
MAIL ADDRESS:
STREET 1: C/O SABIN BERMANT & GOULD
STREET 2: 350 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ADVANCE PUBLICATIONS, INC
CENTRAL INDEX KEY: 0000914546
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33664
FILM NUMBER: 211032866
BUSINESS ADDRESS:
STREET 1: 950 FINGERBOARD ROAD
CITY: STATEN ISLAND
STATE: NY
ZIP: 10305
BUSINESS PHONE: 7189811234
MAIL ADDRESS:
STREET 1: 950 FINGERBOARD ROAD
CITY: STATEN ISLAND
STATE: NY
ZIP: 10305
FORMER NAME:
FORMER CONFORMED NAME: ADVANCE PUBLICATIONS INC
DATE OF NAME CHANGE: 19931108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEWHOUSE FAMILY HOLDINGS, L.P.
CENTRAL INDEX KEY: 0001455383
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33664
FILM NUMBER: 211032865
BUSINESS ADDRESS:
STREET 1: FOUR TIMES SQUARE
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-381-7000
MAIL ADDRESS:
STREET 1: FOUR TIMES SQUARE
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ADVANCE/NEWHOUSE PARTNERSHIP
CENTRAL INDEX KEY: 0001106770
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33664
FILM NUMBER: 211032869
BUSINESS ADDRESS:
STREET 1: 5015 CAMPUSWOOD DR.
CITY: EAST SYRACUSE
STATE: NY
ZIP: 13057
BUSINESS PHONE: 3154637675
MAIL ADDRESS:
STREET 1: 5015 CAMPUSWOOD DR.
CITY: EAST SYRACUSE
STATE: NY
ZIP: 13057
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ADVANCE LONG-TERM MANAGEMENT TRUST
CENTRAL INDEX KEY: 0001455381
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33664
FILM NUMBER: 211032868
BUSINESS ADDRESS:
STREET 1: FOUR TIMES SQUARE
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-381-7000
MAIL ADDRESS:
STREET 1: FOUR TIMES SQUARE
CITY: NEW YORK
STATE: NY
ZIP: 10036
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHARTER COMMUNICATIONS, INC. /MO/
CENTRAL INDEX KEY: 0001091667
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
IRS NUMBER: 841496755
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 400 ATLANTIC STREET
CITY: STAMFORD
STATE: CT
ZIP: 06901
BUSINESS PHONE: 203-905-7800
MAIL ADDRESS:
STREET 1: 400 ATLANTIC STREET
CITY: STAMFORD
STATE: CT
ZIP: 06901
FORMER COMPANY:
FORMER CONFORMED NAME: CHARTER COMMUNICATIONS INC /MO/
DATE OF NAME CHANGE: 19990723
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-06-18
0
0001091667
CHARTER COMMUNICATIONS, INC. /MO/
CHTR
0001106770
ADVANCE/NEWHOUSE PARTNERSHIP
6350 COURT STREET
EAST SYRACUSE
NY
13057-1211
1
0
1
0
0001455381
ADVANCE LONG-TERM MANAGEMENT TRUST
C/O ROBINSON MILLER LLC
ONE NEWARK CENTER, 19TH FLOOR
NEWARK
NJ
07102
0
0
1
0
0000914545
NEWHOUSE BROADCASTING CORP
6350 COURT STREET
EAST SYRACUSE
NY
13057-1211
0
0
1
0
0000914546
ADVANCE PUBLICATIONS, INC
950 FINGERBOARD ROAD
STATEN ISLAND
NY
10305
0
0
1
0
0001455383
NEWHOUSE FAMILY HOLDINGS, L.P.
ONE WORLD TRADE CENTER
NEW YORK
NY
10007
0
0
1
0
Convertible Preferred Units of Charter Communications Hldgs.
267.85
2021-06-18
4
C
0
25000000
D
2021-05-18
Class B Common Units of Charter Communications Holdings, LLC
9333500
0
I
See Remarks
Class B Common Units of Charter Communications Holdings, LLC
2021-06-18
4
C
0
9333500
A
2021-06-18
Class A Common Stock of Charter Communications, Inc.
9333500
22917604
I
See Remarks
The full name of the issuer of the Convertible Preferred Units is Charter Communications Holdings, LLC.
Pursuant to the Amended and Restated Limited Liability Company Agreement of Charter Communications Holdings, LLC, a Delaware limited liability company ("Charter Holdings"), dated as of May 18, 2016 (the "LLC Agreement"), on June 18, 2021, each of the Convertible Preferred Units of Charter Holdings (the "Convertible Preferred Units"), with liquidation value of $100, may be converted into 0.37334 of a Class B Common Unit, representing a conversion price of $267.85. There is no expiration date associated with the conversion of the Convertible Preferred Units.
Pursuant to the LLC Agreement, from and after the fifth anniversary of the date of the LLC Agreement, the Manager of Charter Holdings may elect, at its sole discretion, to require that the Convertible Preferred Units be converted into Class B Common Units of Charter Holdings (the "Class B Common Units"); provided that the closing price of the Class A Common Stock of the Issuer exceeds an amount equal to 1.3 times the then relevant conversion price with respect to the Convertible Preferred Units for at least 20 non-consecutive days in any 30 consecutive-day period (the "Minimum Trading Price Requirement"). On June 16, 2021, Advance/Newhouse Partnership, a New York partnership ("A/N"), received notice from Charter Holdings stating that the Minimum Trading Price Requirement has been met and requiring the conversion of all 25,000,000 Convertible Preferred Units held by A/N into Class B Common Units.
Pursuant to that certain Exchange Agreement, dated as of May 18, 2016, between, among others, the Issuer, Charter Holdings and A/N, the Class B Common Units may be exchanged by A/N at any time into either, at the Issuer's option, (i) shares of the Class A Common Stock of the Issuer on a one-for-one basis or (ii) cash based on the volume-weighted average price of the Class A Common Stock of the Issuer for the two consecutive trading days immediately prior to the date of delivery of an exchange notice by A/N. There is no expiration date associated with the exchange of the Class B Common Units.
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 Convertible Preferred Units and Class B Common Units held by A/N due to their control of A/N.
Advance/Newhouse Partnership, By: /s/ Oren Klein, Chief Financial Officer
2021-06-21
Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer
2021-06-21
Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer
2021-06-21
Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee
2021-06-21
Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee
2021-06-21