0001387131-21-008985.txt : 20210826
0001387131-21-008985.hdr.sgml : 20210826
20210826213030
ACCESSION NUMBER: 0001387131-21-008985
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210824
FILED AS OF DATE: 20210826
DATE AS OF CHANGE: 20210826
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: 211213950
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: 211213949
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: 211213948
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: 211213952
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: 211213951
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
chtr-form4_082421.xml
CHANGES IN BENEFICIAL OWNERSHIP
X0306
4
2021-08-24
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
110 EDISON PLACE, SUITE 302
NEWARK
NJ
07102
1
0
1
0
0000914545
NEWHOUSE BROADCASTING CORP
ONE WORLD TRADE CENTER
NEW YORK
NY
10007
1
0
1
0
0000914546
ADVANCE PUBLICATIONS, INC
ONE WORLD TRADE CENTER
NEW YORK
NY
10007
1
0
1
0
0001455383
NEWHOUSE FAMILY HOLDINGS, L.P.
ONE WORLD TRADE CENTER
NEW YORK
NY
10007
1
0
1
0
Common Stock
2021-08-24
4
X
1
65799
371.5202
D
3070712
D
Common Stock
2021-08-24
4
J
1
65799
795.3978
A
3136511
D
Common Stock
2021-08-24
4
X
1
65798
371.5202
D
3070713
D
Common Stock
2021-08-24
4
J
1
65798
795.3978
A
3136511
D
Common Stock
2021-08-25
4
X
1
65799
371.5202
D
3070712
D
Common Stock
2021-08-25
4
J
1
65799
796.5493
A
3136511
D
Common Stock
2021-08-25
4
X
1
65798
371.5202
D
3070713
D
Common Stock
2021-08-25
4
J
1
65798
796.5493
A
3136511
D
Common Stock
2021-08-26
4
X
1
65799
371.5202
D
3070712
D
Common Stock
2021-08-26
4
J
1
65799
796.6325
A
3136511
D
Common Stock
2021-08-26
4
X
1
65798
371.5202
D
3070713
D
Common Stock
2021-08-26
4
J
1
65798
796.6325
A
3136511
D
Call option (obligation to sell)
371.5202
2021-08-24
4
X
1
65799
0
D
2021-08-24
2021-08-24
Common Stock
65799
328995
D
Put option (right to sell)
247.4860
2021-08-24
4
J
1
65799
0
D
2021-08-24
2021-08-24
Common Stock
65799
328995
D
Call option (obligation to sell)
371.5202
2021-08-24
4
X
1
65798
0
D
2021-08-24
2021-08-24
Common Stock
65798
328979
D
Put option (right to sell)
247.4860
2021-08-24
4
J
1
65798
0
D
2021-08-24
2021-08-24
Common Stock
65798
328979
D
Call option (obligation to sell)
371.5202
2021-08-25
4
X
1
65799
0
D
2021-08-25
2021-08-25
Common Stock
65799
263196
D
Put option (right to sell)
247.4860
2021-08-25
4
J
1
65799
0
D
2021-08-25
2021-08-25
Common Stock
65799
263196
D
Call option (obligation to sell)
371.5202
2021-08-25
4
X
1
65798
0
D
2021-08-25
2021-08-25
Common Stock
65798
263181
D
Put option (right to sell)
247.4860
2021-08-25
4
J
1
65798
0
D
2021-08-25
2021-08-25
Common Stock
65798
263181
D
Call option (obligation to sell)
371.5202
2021-08-26
4
X
1
65799
0
D
2021-08-26
2021-08-26
Common Stock
65799
197397
D
Put option (right to sell)
247.4860
2021-08-26
4
J
1
65799
0
D
2021-08-26
2021-08-26
Common Stock
65799
197397
D
Call option (obligation to sell)
371.5202
2021-08-26
4
X
1
65798
0
D
2021-08-26
2021-08-26
Common Stock
65798
197383
D
Put option (right to sell)
247.4860
2021-08-26
4
J
1
65798
0
D
2021-08-26
2021-08-26
Common Stock
65798
197383
D
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 (the "Transactions") with unaffiliated banks (each, a "Bank"), under 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 scheduled to expire in 2021 and half of which were scheduled to expire in 2023. A portion of the 2021 Transactions was previously unwound and the remaining 2021 Transactions expire evenly over a series of expiration dates from August 16 to August 31, 2021, inclusive.
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 $371.5202 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.
The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the 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.
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 shares of Common Stock beneficially owned by A/N and reported in Table I and the call options and put options held by A/N and reported in Table II due to their control of A/N. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.
Advance/Newhouse Partnership, /s/ Oren Klein, Chief Financial Officer
2021-08-26
Newhouse Broadcasting Corporation, /s/ Oren Klein, Chief Financial Officer
2021-08-26
Advance Publications, Inc., /s/ Oren Klein, Chief Financial Officer
2021-08-26
Newhouse Family Holdings, L.P., Advance Long Term Management Trust, as General Partner, /s/ Michael A. Newhouse
2021-08-26
Advance Long-Term Management Trust, /s/Michael A. Newhouse, Trustee
2021-08-26