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NEWHOUSE BROADCASTING CORP filed this Form 4 on 09/11/2017
Entire Document
 
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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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)
09/07/2017
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
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
Class B Common Units of Charter Communications Holdings, LLC (1) 09/07/2017 D 410,427(2) 05/18/2016 (1) Charter Communications Class A Common Stock 410,427 $392.98(3) 25,689,386 I See Remarks
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*
NEWHOUSE BROADCASTING CORP

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

(Street)
EAST SYRACUSE NY 13057-1211

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

(Last) (First) (Middle)
950 FINGERBOARD ROAD

(Street)
STATEN ISLAND NY 10305

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

(Last) (First) (Middle)
C/O ROBINSON MILLER LLC
ONE NEWARK CENTER, 19TH FLOOR

(Street)
NEWARK NJ 07102

(City) (State) (Zip)
Explanation of Responses:
1. The Class B Common Units of Charter Communications Holdings, LLC ("Charter Holdings") are exchangeable by Advance/Newhouse Partnership, a New York partnership ("A/N") at any time into either, at the Issuer's option, (i) shares of Class A Common Stock of the Issuer on a one-for-one basis or (ii) an amount of cash based on the volume-weighted average price of the Class A Common Stock for the two consecutive trading days prior to the date of delivery of A/N's Exchange Notice (as such term is defined under and pursuant to that certain exchange agreement, dated as of May 18, 2016, between, among others, the Issuer, Charter Holdings and A/N) per Class B Common Unit exchanged and have no expiration date.
2. Sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
3. Represents the Average Public Per Share Repurchase Price (as such term is defined in Annex A to that certain letter agreement, dated as of December 23, 2016, between the Issuer, Charter Holdings and A/N).
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 Class B Common Units held by A/N due to their control of A/N.
Advance/Newhouse Partnership, By: /s/ Michael A. Newhouse, Vice President 09/11/2017
Newhouse Broadcasting Corporation, By: /s/ Michael A. Newhouse, Executive Vice President 09/11/2017
Advance Publications, Inc., By: /s/ Michael A. Newhouse, Co-President 09/11/2017
Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee 09/11/2017
Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee 09/11/2017
** 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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