0001140361-16-067589.txt : 20160527 0001140361-16-067589.hdr.sgml : 20160527 20160527160119 ACCESSION NUMBER: 0001140361-16-067589 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160518 FILED AS OF DATE: 20160527 DATE AS OF CHANGE: 20160527 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: 431857213 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12405 POWERSCOURT DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 314-965-0555 MAIL ADDRESS: STREET 1: 12405 POWERSCOURT DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63131 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER COMMUNICATIONS INC /MO/ DATE OF NAME CHANGE: 19990723 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADVANCE LONG-TERM MANAGEMENT TRUST CENTRAL INDEX KEY: 0001455381 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 161682342 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: NEWHOUSE FAMILY HOLDINGS, L.P. CENTRAL INDEX KEY: 0001455383 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 161682343 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 PUBLICATIONS, INC CENTRAL INDEX KEY: 0000914546 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 161682344 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 BROADCASTING CORP CENTRAL INDEX KEY: 0000914545 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 161682345 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/NEWHOUSE PARTNERSHIP CENTRAL INDEX KEY: 0001106770 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 161682346 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 3 1 doc1.xml FORM 3 X0206 3 2016-05-18 0 0001091667 CHARTER COMMUNICATIONS, INC. /MO/ CHTR 0001106770 ADVANCE/NEWHOUSE PARTNERSHIP 5823 WIDEWATERS PARKWAY EAST SYRACUSE NY 13057 0 0 1 0 0000914545 NEWHOUSE BROADCASTING CORP 5823 WIDEWATERS PARKWAY E. SYRACUSE NY 13057 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 0001455381 ADVANCE LONG-TERM MANAGEMENT TRUST C/O ROBINSON MILLER LLC ONE NEWARK CENTER, 19TH FLOOR NEWARK NJ 07102 0 0 1 0 Class B Common Units of Charter Holdings Communications, Inc 2016-05-18 Charter Communications Class A Common Stock 30995834 I See Footnote Convertible Preferred Units of Charter Holdings Communicatio 267.85 2016-05-18 Charter Communications Class A Common Stock 9333500 I See Footnote Advance Newhouse Partnership, a New York Partnership ("A/N"), acquired the Class B Common Units (the "Class B Common Units") and the Convertible Preferred Units the ("Convertible Preferred Units") of Charter Holdings Communications, Inc. ("Charter Holdings") disclosed on this Form 3 on May 18, 2016. A/N is entitled to voting rights with respect to the Class B Common Units and the Convertible Preferred Units through ownership of one share of Class B Common Stock, par value $0.001, of the Issuer. Upon exchange by A/N, the 30,995,834 Class B Common Units owned by A/N will be exchangeable, at the Issuer's option, into either (i) shares of Class A Common Stock 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 immediately prior to the date of delivery of an exchange notice by A/N. Each of the 25,000,000 Convertible Preferred Units with face amount of $100 is convertible, in the hands of A/N and its affiliates, into 0.37334 of a Class B Common Unit and, in the hands of any other person, into 0.37334 of a share of Class A Common Stock, representing a conversion price of $267.85, subject to customary anti-dilution adjustments. Each of Newhouse Broadcasting Corporation ("NBCo"), Advance Publications, Inc. ("API"), Newhouse Family Holdings, L.P. ("NFH") and Advance Long-Term Management Trust ("Advance Long-Term 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. NBCo is the indirect majority owner of A/N. API indirectly holds a 38.76% interest in A/N. NFH is included as a reporting person solely because it holds 100% of the common shares of API, which have the power to elect the board of directors of API. Advance Long-Term Trust is included as a Reporting Person solely because it is the sole general partner of NFH. /s/ Michael A. Newhouse, Vice President, Advance/Newhouse Partnership 2016-05-27 /s/ Michael A. Newhouse, Co-President, Advance Publications, Inc. 2016-05-27 /s/ Michael A. Newhouse, Trustee, Advance Long-Term Management Trust 2016-05-27 /s/ Michael A. Newhouse, Executive Vice President, Newhouse Broadcasting Corporation 2016-05-27 /s/ Michael A. Newhouse, Trustee, Advance Long-Term Management Trust, the General Partner of Newhouse Family Holdings L.P. 2016-05-27