SEC FORM 4

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^*

Heneghan James M

(Last)

(First)

(Middle)

C/O CHARTER COMMUNICATIONS, INC.

12405 POWERSCOURT DRIVE

(Street)

ST. LOUIS

63131

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Charter Media

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2011

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)

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)
Time-Vesting Stock Options	$55.12	04/26/2011		A		39,000		04/26/2012⁽¹⁾	04/26/2021	Class A Common Stock	39,000	$0	69,000	D
Performance-Vesting Stock Options	$55.12	04/26/2011		A		30,333		04/26/2012⁽²⁾	04/26/2021	Class A Common Stock	30,333	$0	99,333	D
Performance-Vesting Stock Options	$55.12	04/26/2011		A		30,333		12/31/2012⁽³⁾	04/26/2021	Class A Common Stock	30,333	$0	129,666	D
Performance-Vesting Stock Options	$55.12	04/26/2011		A		30,334		12/31/2013⁽⁴⁾	04/26/2021	Class A Common Stock	30,334	$0	160,000	D

Explanation of Responses:

1. Grant of Stock Options on 4/26/2011 under the Charter Communications, Inc. 2009 Stock Incentive Plan. One-third will become exercisable in four equal installments on each of the first four anniversaries of April 26, 2011; one-third will become exercisable in four equal installments on each of the first four anniversaries of the vesting commencement date of December 31, 2011; and one-third will become exercisable in four equal installments on each of the first four anniversaries of the vesting commencement date of December 31, 2012.

2. 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) commencing on or after January 26, 2012; one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $80 per share commencing on or after January 26, 2012; 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 commencing on or after January 26, 2012.

3. 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) commencing on or after September 30, 2012; one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $80 per share commencing on or after September 30, 2012; 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 commencing on or after September 30, 2012.

4. 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) 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 commencing on or after 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 commencing on or after September 30, 2013.

Remarks:

	/s/ James M. Heneghan	04/28/2011
	** 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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