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^*

Newhouse Michael A

(Last)

(First)

(Middle)

C/O CHARTER COMMUNICATIONS, INC.

400 ATLANTIC STREET

(Street)

STAMFORD

06901

(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)
03/13/2017

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)
Charter Communications Class A Common Stock	12/21/2017		C		1,263,497	A	$316.5817⁽¹⁾	3,116,329⁽²⁾	I	Indirect Interest in a Partnership⁽³⁾⁽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)
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	03/13/2017		D			83,416⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	83,416	$324.63⁽⁷⁾	28,306,819	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	04/14/2017		D			319,362⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	319,362	$324.31⁽⁷⁾	27,987,457	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	05/16/2017		D			285,069⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	285,069	$333.87⁽⁷⁾	27,702,388	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	06/09/2017		D			627,598⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	627,598	$324.26⁽⁷⁾	27,074,790	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	07/12/2017		D			619,085⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	619,085	$338.54⁽⁷⁾	26,455,705	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	08/04/2017		D			355,892⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	355,892	$343.06⁽⁷⁾	26,099,813	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	09/07/2017		D			410,427⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	410,427	$392.98⁽⁷⁾	25,689,386	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	10/06/2017		D			641,133⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	641,133	$371.29⁽⁷⁾	25,048,253	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	11/07/2017		D			1,089,291⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	1,089,291	$348.86⁽⁷⁾	23,958,962	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	12/07/2017		D			367,094⁽⁶⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	367,094	$340.07⁽⁷⁾	23,591,868	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾
Class B Common Units of Charter Communications Holdings, LLC	⁽⁵⁾	12/21/2017		C			1,263,497⁽⁸⁾	05/18/2016	⁽⁵⁾	Charter Communications Class A Common Stock	1,263,497	$0	22,328,371	I	Indirect Interest in a Partnership⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Represents the volume-weighted average price of the Class A Common Stock for the two consecutive trading days prior to the date of delivery of an exchange notice by Advance/Newhouse Partnership, a New York partnership ("A/N"). Such shares of Class A Common Stock were acquired in exchange for an equivalent number of Class B Common Units of Charter Communications Holdings, LLC ("Charter Holdings") without the payment of additional consideration.

2. Does not include 1,088 shares of restricted Class A Common Stock of the Issuer that were received by the Reporting Person in connection with his service as a director of the Issuer and are directly beneficially owned by the Reporting Person.

3. 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 Class A Common Stock of the Issuer and Class B Common Units of Charter Holdings 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.

4. The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer and Class B Common Units of Charter Holdings 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.

5. The Class B Common Units of Charter Holdings are exchangeable by A/N at any time into either, at the Issuer's option, (i) shares of 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 for the two consecutive trading days prior to the date of delivery of A/N's exchange notice, and have no expiration date.

6. Sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

7. Represents the Average Public Per Share Repurchase Price (as such term is defined in Annex A to that certain letter agreement, dated as of December 23, 2016, between the Issuer, Charter Holdings and A/N).

8. Such Class B Common Units of Charter Holdings were surrendered by A/N in exchange for an equivalent number of shares of Class A Common Stock of the Issuer without the payment of additional consideration.

Remarks:

	/s/Daniel J. Bollinger as attorney-in-fact for Michael A. Newhouse	12/22/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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