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Newhouse Family

Filed: 23 Aug 21, 9:12pm
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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OMB Number: 3235-0287
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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*
ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)
6350 COURT STREET

(Street)
EAST SYRACUSE NY 13057-1211

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 08/19/2021 X/K(1)(2)(3) 65,799 D $371.5202(1)(2)(3) 3,070,712(2)(3) D
Common Stock 08/19/2021 J/K(1)(2)(3) 65,799 A $783.5925(1)(2)(3) 3,136,511(2)(3) D
Common Stock 08/19/2021 X/K(1)(2)(3) 65,798 D $371.5202(1)(2)(3) 3,070,713(2)(3) D
Common Stock 08/19/2021 J/K(1)(2)(3) 65,798 A $783.5925(1)(2)(3) 3,136,511(2)(3) D
Common Stock 08/20/2021 X/K(1)(2)(3) 65,799 D $371.5202(1)(2)(3) 3,070,712(2)(3) D
Common Stock 08/20/2021 J/K(1)(2)(3) 65,799 A $794.986(1)(2)(3) 3,136,511(2)(3) D
Common Stock 08/20/2021 X/K(1)(2)(3) 65,798 D $371.5202(1)(2)(3) 3,070,713(2)(3) D
Common Stock 08/20/2021 J/K(1)(2)(3) 65,798 A $794.986(1)(2)(3) 3,136,511(2)(3) D
Common Stock 08/23/2021 X/K(1)(2)(3) 65,799 D $371.5202(1)(2)(3) 3,070,712(2)(3) D
Common Stock 08/23/2021 J/K(1)(2)(3) 65,799 A $798.7781(1)(2)(3) 3,136,511(2)(3) D
Common Stock 08/23/2021 X/K(1)(2)(3) 65,798 D $371.5202(1)(2)(3) 3,070,713(2)(3) D
Common Stock 08/23/2021 J/K(1)(2)(3) 65,798 A $798.7781(1)(2)(3) 3,136,511(2)(3) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call option (obligation to sell) $371.5202(1)(2)(3) 08/19/2021 X/K(1)(2)(3) 65,799 08/19/2021 08/19/2021 Common Stock 65,799 $0(1)(2)(3) 526,392 D
Put option (right to sell) $247.486(1)(2)(3) 08/19/2021 J/K(1)(2)(3) 65,799 08/19/2021 08/19/2021 Common Stock 65,799 $0(1)(2)(3) 526,392 D
Call option (obligation to sell) $371.5202(1)(2)(3) 08/19/2021 X/K(1)(2)(3) 65,798 08/19/2021 08/19/2021 Common Stock 65,798 $0(1)(2)(3) 526,373 D
Put option (right to sell) $247.486(1)(2)(3) 08/19/2021 J/K(1)(2)(3) 65,798 08/19/2021 08/19/2021 Common Stock 65,798 $0(1)(2)(3) 526,373 D
Call option (obligation to sell) $371.5202(1)(2)(3) 08/20/2021 X/K(1)(2)(3) 65,799 08/20/2021 08/20/2021 Common Stock 65,799 $0(1)(2)(3) 460,593 D
Put option (right to sell) $247.486(1)(2)(3) 08/20/2021 J/K(1)(2)(3) 65,799 08/20/2021 08/20/2021 Common Stock 65,799 $0(1)(2)(3) 460,593 D
Call option (obligation to sell) $371.5202(1)(2)(3) 08/20/2021 X/K(1)(2)(3) 65,798 08/20/2021 08/20/2021 Common Stock 65,798 $0(1)(2)(3) 460,575 D
Put option (right to sell) $247.486(1)(2)(3) 08/20/2021 J/K(1)(2)(3) 65,798 08/20/2021 08/20/2021 Common Stock 65,798 $0(1)(2)(3) 460,575 D
Call option (obligation to sell) $371.5202(1)(2)(3) 08/23/2021 X/K(1)(2)(3) 65,799 08/23/2021 08/23/2021 Common Stock 65,799 $0(1)(2)(3) 394,794 D
Put option (right to sell) $247.486(1)(2)(3) 08/23/2021 J/K(1)(2)(3) 65,799 08/23/2021 08/23/2021 Common Stock 65,799 $0(1)(2)(3) 394,794 D
Call option (obligation to sell) $371.5202(1)(2)(3) 08/23/2021 X/K(1)(2)(3) 65,798 08/23/2021 08/23/2021 Common Stock 65,798 $0(1)(2)(3) 394,777 D
Put option (right to sell) $247.486(1)(2)(3) 08/23/2021 J/K(1)(2)(3) 65,798 08/23/2021 08/23/2021 Common Stock 65,798 $0(1)(2)(3) 394,777 D
1. Name and Address of Reporting Person*
ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)
6350 COURT STREET

(Street)
EAST SYRACUSE NY 13057-1211

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ADVANCE LONG-TERM MANAGEMENT TRUST

(Last) (First) (Middle)
C/O ROBINSON MILLER LLC
110 EDISON PLACE, SUITE 302

(Street)
NEWARK NJ 07102

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWHOUSE BROADCASTING CORP

(Last) (First) (Middle)
ONE WORLD TRADE CENTER

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ADVANCE PUBLICATIONS, INC

(Last) (First) (Middle)
ONE WORLD TRADE CENTER

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWHOUSE FAMILY HOLDINGS, L.P.

(Last) (First) (Middle)
ONE WORLD TRADE CENTER

(Street)
NEW YORK NY 10007

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
Remarks:
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 08/23/2021
Newhouse Broadcasting Corporation, /s/ Oren Klein, Chief Financial Officer 08/23/2021
Advance Publications, Inc., /s/ Oren Klein, Chief Financial Officer 08/23/2021
Newhouse Family Holdings, L.P., Advance Long Term Management Trust, as General Partner, /s/ Michael A. Newhouse 08/23/2021
Advance Long-Term Management Trust, /s/Michael A. Newhouse, Trustee 08/23/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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