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|LIBERTY BROADBAND CORP filed this Form SC 13D/A on 05/26/2016|
(Amendment No. 3)
LIBERTY BROADBAND CORPORATION
Pursuant to Section 13(d) of the
in respect of
CHARTER COMMUNICATIONS, INC.
This statement on Schedule 13D/A relates to the Class A common stock, par value $.001 per share (the Common Stock), of Charter Communications, Inc. (f/k/a CCH I, LLC), a Delaware corporation (the Issuer or Charter). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) by Liberty Broadband Corporation, a Delaware corporation (Liberty or the Reporting Person), on November 13, 2014, as amended by Amendment No. 1 filed with the SEC on April 6, 2015, and Amendment No. 2 filed with the SEC on June 1, 2015 (together, the Schedule 13D), is hereby further amended and supplemented to include the information set forth herein. This amended statement on Schedule 13D/A constitutes Amendment No. 3 to the Schedule 13D (this Amendment, and together with the Schedule 13D, this Statement). Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
On May 18, 2016, pursuant to that certain Agreement and Plan of Mergers, dated as of May 23, 2015, by and among Time Warner Cable Inc. (TWC), Charter Communications, Inc. (Legacy Charter), Charter, then a wholly owned subsidiary of Legacy Charter, Nina Corporation I, Inc. (Merger Subsidiary One), Nina Company II, LLC (Merger Subsidiary Two), a wholly owned subsidiary of Charter, and Nina Company III, LLC (Merger Subsidiary Three), a wholly owned subsidiary of Charter, the parties completed a series of transactions pursuant to which, among other things, (i) following the exchange of shares contemplated by the Charter Contribution Agreement (as defined below), Merger Subsidiary One merged with and into TWC, with TWC continuing as the surviving corporation (the First Company Merger), (ii) immediately after the First Company Merger, TWC merged with and into Merger Subsidiary Two, with Merger Subsidiary Two continuing as the surviving entity (the Second Company Merger) and (iii) immediately after the Second Company Merger, Legacy Charter merged with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving entity and a wholly owned subsidiary of Charter (the Third Merger and collectively, the TWC Transactions), which resulted in Legacy Charter and TWC becoming wholly owned subsidiaries of Charter. As a result of the TWC Transactions and by operation of Rule 12g-3(c) promulgated under the Securities Exchange Act of 1934, as amended, Charter became the successor issuer to Legacy Charter and succeeded to the attributes of Legacy Charter as the registrant.
Also on May 18, 2016, pursuant to the Contribution Agreement, dated as of March 31, 2015, by and among Charter, Legacy Charter, Advance/Newhouse Partnership (A/N), A/NPC Holdings LLC (A/NPC) and Charter Communications Holdings, LLC (Charter Holdco), as amended by the First Amendment to the Contribution Agreement, dated May 23, 2015, by and among Charter, Legacy Charter, A/N, A/NPC and Charter Holdco (as so amended, the Contribution Agreement), Charter completed a previously announced transaction whereby Charter acquired Bright House Networks, LLC from A/N (the Bright House Transactions).