SEC Form 4 · accession 0001091667-16-000588
CHARTER COMMUNICATIONS, INC. /MO/ · CHTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A Newhouse
Director
Period of report
Dec 28, 2016
Accepted (ET)
Dec 28, 2016 · 4:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001091667
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Charter Communications Class A Common StockF1,F2,F3,F4 | Dec 28, 2016 | C | 1,852,832 | $289.8266 | A | 1,852,832 | I | Indirect Interest in a Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common Units of Charter Communications Holdings, LLCF6,F3,F4,F5 | — | Dec 28, 2016 | C | 1,852,832 | D | May 18, 2016 | — | Charter Communications Class A Common Stock | 1,852,832 | 29,143,002 | I |
| Class B Common Units of Charter Communications Holdings, LLCF7,F1,F3,F4,F5 | — | Dec 28, 2016 | D | 752,767 | D | May 18, 2016 | — | Charter Communications Class A Common Stock | 752,767 | 28,390,235 | I |
Explanation of responses
- F1Represents the volume-weighted average price of the Class A Common Stock for the two consecutive trading days prior to the date of delivery of an exchange notice by Advance/Newhouse Partnership, a New York partnership ("A/N"). Such shares of Class A Common Stock were acquired in exchange for an equivalent number of Class B Common Units of Charter Communications Holdings, LLC ("Charter Holdings") without the payment of additional consideration.
- F2Does not include 564 shares of restricted Class A Common Stock of Charter that were received by the Reporting Person on May 19, 2016 in connection with his services as a director of the Issuer and are directly beneficially owned by the Reporting Person.
- F3The Reporting Person, by virtue of his affiliations with Advance Long-Term Management Trust, a New Jersey trust ("ALTMT"), Advance Publications, Inc., a New York corporation ("API"), and Newhouse Broadcasting Corporation ("NBCo"), and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the shares of Class A Common Stock of Charter and Class B Common Units of Charter Communications Holdings, LLC owned directly by A/N. ALTMT is the general partner of Newhouse Family Holdings, L.P., a Delaware limited partnership, which owns all of the voting shares of API. API and NBCo indirectly own all of the partnership interests of A/N.
- F4The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock of Charter and Class B Common Units of Charter Holdings owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F5The Class B Common Units of Charter Holdings are exchangeable by 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) 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, and have no expiration date.
- F6Such Class B Common Units of Charter Holdings were surrendered by A/N in exchange for an equivalent number of shares of Class A Common Stock of the Issuer without the payment of additional consideration.
- F7Sold to the Issuer by A/N in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.