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 WASHINGTON BLVD.

(Street)

STAMFORD

06902

(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)
02/25/2022

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)
Call option (obligation to sell)	$475.2027	02/25/2022		P/K			775,992	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	775,992	⁽¹⁾⁽²⁾	288,689	I	Indirect Interest in a Partnership⁽⁵⁾⁽⁶⁾
Call option (obligation to sell)	$475.2027	02/25/2022		P/K			581,994	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	581,994	⁽¹⁾⁽³⁾	216,518	I	Indirect Interest in a Partnership⁽⁵⁾⁽⁶⁾
Call option (obligation to sell)	$475.2027	02/25/2022		P/K			193,998	⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	Common Stock	193,998	⁽¹⁾⁽⁴⁾	72,172	I	Indirect Interest in a Partnership⁽⁵⁾⁽⁶⁾
Put option (right to sell)	$327.726	02/25/2022		S/K			775,992	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	775,992	⁽¹⁾⁽²⁾	288,689	I	Indirect Interest in a Partnership⁽⁵⁾⁽⁶⁾
Put option (right to sell)	$327.726	02/25/2022		S/K			581,994	⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Common Stock	581,994	⁽¹⁾⁽³⁾	216,518	I	Indirect Interest in a Partnership⁽⁵⁾⁽⁶⁾
Put option (right to sell)	$327.726	02/25/2022		S/K			193,998	⁽¹⁾⁽⁴⁾	⁽¹⁾⁽⁴⁾	Common Stock	193,998	⁽¹⁾⁽⁴⁾	72,172	I	Indirect Interest in a Partnership⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. On July 30, 2019, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 3,950,000 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, pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 3,950,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). Under the agreement, the Transactions may be settled in cash unless A/N elects physical settlement, in which case it expects to exchange Units for Class A Common Stock sufficient to satisfy its obligations under the Transactions.

2. On February 25, 2022, A/N early terminated a portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 775,992 shares of Class A Common Stock, and, in connection with this termination, 775,992 Units were released from the related pledge. Pursuant to this termination, A/N paid $97,751,141.94 in cash to the unaffiliated bank counterparty.

3. Also on February 25, 2022, A/N early terminated an additional portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 581,994 shares of Class A Common Stock, and, in connection with this termination, 581,994 Units were released from the related pledge. Pursuant to this termination, A/N paid $73,268,679.65 in cash to the unaffiliated bank counterparty.

4. Also on February 25, 2022, A/N early terminated an additional portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 193,998 shares of Class A Common Stock, and, in connection with this termination, 193,998 Units were released from the related pledge. Pursuant to this termination, A/N paid $24,422,893.22 in cash to the unaffiliated bank counterparty.

5. 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 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.

6. The Reporting Person disclaims beneficial ownership of the shares of Common Stock and Units 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.

	/s/ Michael A. Newhouse	03/01/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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