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S-8 POS
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-8 POS on 05/20/2016
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EXPLANATORY NOTE

This Post-Effective Amendment (this “Post-Effective Amendment”) is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”) by Charter Communications, Inc. (formerly known as CCH I, LLC) (the “Company”), as the successor registrant to Charter Communications, Inc. (“Legacy Charter”) in relation to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Legacy Charter with the Securities and Exchange Commission (the “Commission”):

 

    Registration Statement No. 333-190516 (the “2013 Registration Statement”), filed with the Commission on August 9, 2013, pertaining to the registration of additional shares of Class A common stock, par value $0.001 per share, of Legacy Charter (“Shares”) under the Charter Communications, Inc. 2009 Stock Incentive Plan, as amended;

 

    Registration Statement No. 333-170475, filed with the Commission on November 8, 2010, pertaining to the registration of additional Shares under the Charter Communications, Inc. 2009 Stock Incentive Plan, as amended;

 

    Registration Statement No. 333-163357, filed with the Commission on November 25, 2009, pertaining to the registration of Shares under the Charter Communications, Inc. 2009 Stock Incentive Plan;

The Post-Effective Amendment is filed to reflect the new holding company structure effected on May 18, 2016 pursuant to the closing of the transactions contemplated by the Agreement and Plan of Mergers, dated as of May 23, 2015 (the “Merger Agreement”) by and among Time Warner Cable Inc. (“TWC”), Legacy Charter, the Company, Nina Corporation 1, Inc., Nina Company II, LLC (“Merger Sub 2”), and Nina Company III, LLC (“Merger Sub 3”), whereby, among other things, TWC and Legacy Charter merged into Merger Sub 2 and Merger Sub 3, respectively, resulting in both TWC and Legacy Charter becoming wholly owned subsidiaries of the Company (the “Mergers”).

As a result of the Mergers, the Company is the successor issuer to Legacy Charter and succeeds to the attributes of Legacy Charter as registrant. Upon completion of the Mergers, the Company replaced Legacy Charter as the publicly held corporation. Upon completion of the Mergers, the Company assumed Legacy Charter’s 2009 Stock Incentive Plan. As of May 18, 2016, shares of the Company’s Class A Common Stock commenced trading on the NASDAQ Global Market under the same symbol as Legacy Charter, “CHTR”.

In accordance with Rule 414 under the Securities Act, the Company, as the successor issuer to Legacy Charter, hereby adopts the Registration Statements as its own registration statements except as amended by this Amendment, for all purposes of the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”). Registration fees were paid at the time of the original filing of the above referenced registration statements.

 

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