0001387131-21-008986.txt : 20210826 0001387131-21-008986.hdr.sgml : 20210826 20210826213109 ACCESSION NUMBER: 0001387131-21-008986 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 Michael A CENTRAL INDEX KEY: 0001675262 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 211213953 MAIL ADDRESS: STREET 1: CHARTER COMMUNICATIONS, INC. STREET 2: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 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 mnew-form4_082421.xml CHANGES IN BENEFICIAL OWNERSHIP X0306 4 2021-08-24 0 0001091667 CHARTER COMMUNICATIONS, INC. /MO/ CHTR 0001675262 Newhouse Michael A C/O CHARTER COMMUNICATIONS, INC. 400 ATLANTIC STREET STAMFORD CT 06901 1 0 0 0 Common Stock 2021-08-24 4 X 1 65799 371.5202 D 3070712 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-24 4 J 1 65799 795.3978 A 3136511 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-24 4 X 1 65798 371.5202 D 3070713 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-24 4 J 1 65798 795.3978 A 3136511 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-25 4 X 1 65799 371.5202 D 3070712 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-25 4 J 1 65799 796.5493 A 3136511 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-25 4 X 1 65798 371.5202 D 3070713 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-25 4 J 1 65798 796.5493 A 3136511 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-26 4 X 1 65799 371.5202 D 3070712 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-26 4 J 1 65799 796.6325 A 3136511 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-26 4 X 1 65798 371.5202 D 3070713 I Indirect Interest in a Partnership Common Stock 2824 D Common Stock 2021-08-26 4 J 1 65798 796.6325 A 3136511 I Indirect Interest in a Partnership Common Stock 2824 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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 I Indirect Interest in a Partnership 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. The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. 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 Common Stock and Units 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. /s/ Michael A. Newhouse 2021-08-26