0001387131-23-010426.txt : 20230825 0001387131-23-010426.hdr.sgml : 20230825 20230825213552 ACCESSION NUMBER: 0001387131-23-010426 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230823 FILED AS OF DATE: 20230825 DATE AS OF CHANGE: 20230825 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: 231209928 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 ownership.xml X0508 4 2023-08-23 0 0001091667 CHARTER COMMUNICATIONS, INC. /MO/ CHTR 0001675262 Newhouse Michael A C/O CHARTER COMMUNICATIONS, INC. 400 WASHINGTON BLVD. STAMFORD CT 06902 1 0 0 0 0 Common Stock 2023-08-23 4 X 1 125000 408.2063 D 3011511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-23 4 J 1 125000 414.7847 A 3136511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-23 4 X 1 125000 408.2063 D 3011511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-23 4 J 1 125000 414.7847 A 3136511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-24 4 X 1 125000 408.2063 D 3011511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-24 4 J 1 125000 413.8823 A 3136511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-24 4 X 1 125000 408.2063 D 3011511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-24 4 J 1 125000 413.8823 A 3136511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-25 4 X 1 125000 408.2063 D 3011511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-25 4 J 1 125000 415.8709 A 3136511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-25 4 X 1 125000 408.2063 D 3011511 I Indirect Interest in a Partnership Common Stock 3835 D Common Stock 2023-08-25 4 J 1 125000 415.8709 A 3136511 I Indirect Interest in a Partnership Common Stock 3835 D Call option (obligation to sell) 408.2063 2023-08-23 4 X 1 125000 0 D 2023-08-23 2023-08-23 Common Stock 125000 625000 I Indirect Interest in a Partnership Put option (right to sell) 247.4860 2023-08-23 4 J 1 125000 0 D 2023-08-23 2023-08-23 Common Stock 125000 625000 I Indirect Interest in a Partnership Call option (obligation to sell) 408.2063 2023-08-23 4 X 1 125000 0 D 2023-08-23 2023-08-23 Common Stock 125000 625000 I Indirect Interest in a Partnership Put option (right to sell) 247.4860 2023-08-23 4 J 1 125000 0 D 2023-08-23 2023-08-23 Common Stock 125000 625000 I Indirect Interest in a Partnership Call option (obligation to sell) 408.2063 2023-08-24 4 X 1 125000 0 D 2023-08-24 2023-08-24 Common Stock 125000 500000 I Indirect Interest in a Partnership Put option (right to sell) 247.4860 2023-08-24 4 J 1 125000 0 D 2023-08-24 2023-08-24 Common Stock 125000 500000 I Indirect Interest in a Partnership Call option (obligation to sell) 408.2063 2023-08-24 4 X 1 125000 0 D 2023-08-24 2023-08-24 Common Stock 125000 500000 I Indirect Interest in a Partnership Put option (right to sell) 247.4860 2023-08-24 4 J 1 125000 0 D 2023-08-24 2023-08-24 Common Stock 125000 500000 I Indirect Interest in a Partnership Call option (obligation to sell) 408.2063 2023-08-25 4 X 1 125000 0 D 2023-08-25 2023-08-25 Common Stock 125000 375000 I Indirect Interest in a Partnership Put option (right to sell) 247.4860 2023-08-25 4 J 1 125000 0 D 2023-08-25 2023-08-25 Common Stock 125000 375000 I Indirect Interest in a Partnership Call option (obligation to sell) 408.2063 2023-08-25 4 X 1 125000 0 D 2023-08-25 2023-08-25 Common Stock 125000 375000 I Indirect Interest in a Partnership Put option (right to sell) 247.4860 2023-08-25 4 J 1 125000 0 D 2023-08-25 2023-08-25 Common Stock 125000 375000 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 with unaffiliated banks (each, a "Bank"), pursuant to 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 unwound prior to or expired in August 2021 and half of which expire in 2023 (the Share Collar Transactions expiring in 2023, the "Transactions"). The Transactions expire evenly over a series of expiration dates from August 15 to August 30, 2023, 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 $408.2063 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 any 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, 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, Units or options 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. The Reporting Person disclaims beneficial ownership of the shares of Common Stock and Units owned by A/N and the put and call options listed in Table II and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, Units or options for purposes of Section 16 or for any other purpose. /s/ Michael A. Newhouse 2023-08-25