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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Charter Communications, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
16117M107
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(CUSIP Number)
August 3, 2007
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. The
information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP 16117M107 SCHEDULE 13G Page 2 of 11
1 Name of Reporting Person STEELHEAD PARTNERS, LLC
IRS Identification No. of Above Person 91-1740598
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 36,617,638
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 36,617,638
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 36,617,638
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 9.1%
12 Type of Reporting Person IA
CUSIP 16117M107 SCHEDULE 13G Page 3 of 11
1 Name of Reporting Person J-K NAVIGATOR FUND, L.P.
IRS Identification No. of Above Person 91-1752823
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 21,697,279
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 21,697,279
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 21,697,279
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 5.4%
12 Type of Reporting Person PN
CUSIP 16117M107 SCHEDULE 13G Page 4 of 11
1 Name of Reporting Person JAMES MICHAEL JOHNSTON
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization UNITED STATES
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 36,617,638
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 36,617,638
9 Aggregate Amount Beneficially Owned by Each 36,617,638
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 9.1%
12 Type of Reporting Person IN/HC
CUSIP 16117M107 SCHEDULE 13G Page 5 of 11
1 Name of Reporting Person BRIAN KATZ KLEIN
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization UNITED STATES
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 36,617,638
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 36,617,638
9 Aggregate Amount Beneficially Owned by Each 36,617,638
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 9.1%
12 Type of Reporting Person IN/HC
CUSIP 16117M107 SCHEDULE 13G Page 6 of 11
Item 1(a). Name of Issuer:
Charter Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
12405 Powerscourt Drive
St. Louis, MO 63131
Item 2(a). Names of Persons Filing:
Steelhead Partners, LLC ("Steelhead")
J-K Navigator Fund, L.P. ("Navigator")
James Michael Johnston
Brian Katz Klein
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each reporting person is
1301 First Avenue, Suite 201, Seattle, WA 98101.
Item 2(c). Citizenship:
Reference is made to Item 4 of pages 2, 3, 4 and 5 of this
Schedule 13G (this "Schedule"), which Items are incorporated by
reference herein.
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
16117M107
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
CUSIP 16117M107 SCHEDULE 13G Page 7 of 11
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of pages 2, 3, 4
and 5 of this Schedule, which Items are incorporated by reference
herein.
The securities to which this Schedule relates (the
"Securities") are owned by certain investment limited partnerships,
including Navigator, and other client accounts, for which Steelhead
serves as general partner and/or investment manager. Steelhead, as
Navigator's and those other investment limited partnerships' and other
client accounts' general partner and/or investment manager, and
J. Michael Johnston and Brian K. Klein, as the member-managers and
owners of Steelhead, may therefore be deemed to beneficially own
Securities owned by Navigator and such other investment limited
partnerships and client accounts for the purposes of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Act") insofar as they
may be deemed to have the power to direct the voting or disposition
of those Securities.
Neither the filing of this Schedule nor any of its contents
shall be deemed to constitute an admission that Steelhead, Mr. Johnston
or Mr. Klein is, for any other purpose, the beneficial owner of any of
the Securities, and each of Steelhead, Mr. Johnston and Mr. Klein
disclaims beneficial ownership as to the Securities, except to the
extent of his or its pecuniary interests therein.
Under the definition of "beneficial ownership" in Rule 13d-3
under the Act, it is also possible that the individual general partners,
executive officers, and members of the foregoing entities might be
deemed the "beneficial owners" of some or all of the Securities insofar
as they may be deemed to share the power to direct the voting or
disposition of the Securities. Neither the filing of this Schedule nor
any of its contents shall be deemed to constitute an admission that any
of such individuals is, for any purpose, the beneficial owner of any of
the Securities, and such beneficial ownership is expressly disclaimed.
CUSIP 16117M107 SCHEDULE 13G Page 8 of 11
The calculation of percentage of beneficial ownership in
item 11 of pages 2-5 was derived from the Issuer's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 2,
2007, in which the Issuer stated that the number of shares of Class A
Common Stock outstanding as of June 30, 2007 was 400,398,208.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Steelhead serves as general partner and/or investment
manager to certain investment limited partnerships, including Navigator,
and other client accounts that have the right to receive or the power to
direct the receipt of, dividends from, or the proceeds from the sale of,
the Securities. Other than as reported in this Schedule, no investment
limited partnership's or other client accounts' holdings exceed five
percent of the Issuer's Series A Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below the undersigned certify that, to the
best of their knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
CUSIP 16117M107 SCHEDULE 13G Page 9 of 11
Signature
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: August 8, 2007 STEELHEAD PARTNERS, LLC
By:/s/ James Michael Johnston
--------------------------
James Michael Johnston
Its Member-Manager
JAMES MICHAEL JOHNSTON
/s/ James Michael Johnston
--------------------------
James Michael Johnston
BRIAN KATZ KLEIN
/s/ Brian Katz Klein
--------------------
Brian Katz Klein
By signing below the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 8, 2007 J-K NAVIGATOR FUND, L.P.
By: Steelhead Partners, LLC, its
General Partner
By:/s/ James Michael Johnston
--------------------------
James Michael Johnston
Its Member Manager
CUSIP 16117M107 SCHEDULE 13G Page 10 of 11
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 11
CUSIP 16117M107 SCHEDULE 13G Page 11 of 11
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement
of the below-named parties, in accordance with rules promulgated
pursuant to the Securities Exchange Act of 1934, to file this Schedule,
as it may be amended, jointly on behalf of each of such parties.
Dated: August 8, 2007 STEELHEAD PARTNERS, LLC
By:/s/ James Michael Johnston
--------------------------
James Michael Johnston
Its Member-Manager
J-K NAVIGATOR FUND, L.P.
By: Steelhead Partners, LLC, its
General Partner
By:/s/ James Michael Johnston
--------------------------
James Michael Johnston
Its Member Manager
JAMES MICHAEL JOHNSTON
/s/ James Michael Johnston
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James Michael Johnston
BRIAN KATZ KLEIN
/s/ Brian Katz Klein
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Brian Katz Klein