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NEWHOUSE BROADCASTING CORP filed this Form 3 on 05/27/2016
Entire Document
 
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)
5823 WIDEWATERS PARKWAY

(Street)
EAST SYRACUSE NY 13057

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2016
3. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Units of Charter Holdings Communications, Inc 05/18/2016(1) (1) Charter Communications Class A Common Stock 30,995,834(2) (2) I See Footnote(1)
Convertible Preferred Units of Charter Holdings Communicatio 05/18/2016(1) (1) Charter Communications Class A Common Stock 9,333,500(3) 267.85(3) I See Footnote(1)
1. Name and Address of Reporting Person*
ADVANCE/NEWHOUSE PARTNERSHIP

(Last) (First) (Middle)
5823 WIDEWATERS PARKWAY

(Street)
EAST SYRACUSE NY 13057

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

(Last) (First) (Middle)
5823 WIDEWATERS PARKWAY

(Street)
E. SYRACUSE NY 13057

(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. Advance Newhouse Partnership, a New York Partnership ("A/N"), acquired the Class B Common Units (the "Class B Common Units") and the Convertible Preferred Units the ("Convertible Preferred Units") of Charter Holdings Communications, Inc. ("Charter Holdings") disclosed on this Form 3 on May 18, 2016. A/N is entitled to voting rights with respect to the Class B Common Units and the Convertible Preferred Units through ownership of one share of Class B Common Stock, par value $0.001, of the Issuer.
2. Upon exchange by A/N, the 30,995,834 Class B Common Units owned by A/N will be exchangeable, at the Issuer's option, into either (i) shares of Class A Common Stock on a one-for-one basis or (ii) cash based on the volume-weighted average price of the Class A Common Stock for the two consecutive trading days immediately prior to the date of delivery of an exchange notice by A/N.
3. Each of the 25,000,000 Convertible Preferred Units with face amount of $100 is convertible, in the hands of A/N and its affiliates, into 0.37334 of a Class B Common Unit and, in the hands of any other person, into 0.37334 of a share of Class A Common Stock, representing a conversion price of $267.85, subject to customary anti-dilution adjustments.
Remarks:
Each of Newhouse Broadcasting Corporation ("NBCo"), Advance Publications, Inc. ("API"), Newhouse Family Holdings, L.P. ("NFH") and Advance Long-Term Management Trust ("Advance Long-Term Trust") may be deemed to beneficially own the Convertible Preferred Units and Class B Common Units held by A/N due to their control of A/N. NBCo is the indirect majority owner of A/N. API indirectly holds a 38.76% interest in A/N. NFH is included as a reporting person solely because it holds 100% of the common shares of API, which have the power to elect the board of directors of API. Advance Long-Term Trust is included as a Reporting Person solely because it is the sole general partner of NFH.
/s/ Michael A. Newhouse, Vice President, Advance/Newhouse Partnership 05/27/2016
/s/ Michael A. Newhouse, Co-President, Advance Publications, Inc. 05/27/2016
/s/ Michael A. Newhouse, Trustee, Advance Long-Term Management Trust 05/27/2016
/s/ Michael A. Newhouse, Executive Vice President, Newhouse Broadcasting Corporation 05/27/2016
/s/ Michael A. Newhouse, Trustee, Advance Long-Term Management Trust, the General Partner of Newhouse Family Holdings L.P. 05/27/2016
** 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 5 (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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