SEC Form 4 · accession 0001091667-17-000111

· CHTR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael A Newhouse

Director

Period of report

Mar 13, 2017

Accepted (ET)

Dec 22, 2017 · 4:31 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 Stock^F1,F2,F3,F4	Dec 21, 2017	C	1,263,497	$316.5817	A	3,116,329	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, LLC^{F6,F7,F3,F4,F5}	—	Mar 13, 2017	D	83,416	D	May 18, 2016	—	Charter Communications Class A Common Stock	83,416	28,306,819	I
Class B Common Units of Charter Communications Holdings, LLC^{F6,F7,F3,F4,F5}	—	Apr 14, 2017	D	319,362	D	May 18, 2016	—	Charter Communications Class A Common Stock	319,362	27,987,457	I
Class B Common Units of Charter Communications Holdings, LLC^{F6,F7,F3,F4,F5}	—	May 16, 2017	D	285,069	D	May 18, 2016	—	Charter Communications Class A Common Stock	285,069	27,702,388	I
Class B Common Units of Charter Communications Holdings, LLC^{F6,F7,F3,F4,F5}	—	Jun 9, 2017	D	627,598	D	May 18, 2016	—	Charter Communications Class A Common Stock	627,598	27,074,790	I
Class B Common Units of Charter Communications Holdings, LLC^{F6,F7,F3,F4,F5}	—	Jul 12, 2017	D	619,085	D	May 18, 2016	—	Charter Communications Class A Common Stock	619,085	26,455,705	I
Class B Common Units of Charter Communications Holdings, LLC^{F6,F7,F3,F4,F5}	—	Aug 4, 2017	D	355,892	D	May 18, 2016	—	Charter Communications Class A Common Stock	355,892	26,099,813	I
Class B Common Units of Charter Communications Holdings, LLC^{F6,F7,F3,F4,F5}	—	Sep 7, 2017	D	410,427	D	May 18, 2016	—	Charter Communications Class A Common Stock	410,427	25,689,386	I
Class B Common Units of Charter Communications Holdings, LLC^{F6,F7,F3,F4,F5}	—	Oct 6, 2017	D	641,133	D	May 18, 2016	—	Charter Communications Class A Common Stock	641,133	25,048,253	I
Class B Common Units of Charter Communications Holdings, LLC^{F6,F7,F3,F4,F5}	—	Nov 7, 2017	D	1,089,291	D	May 18, 2016	—	Charter Communications Class A Common Stock	1,089,291	23,958,962	I
Class B Common Units of Charter Communications Holdings, LLC^{F6,F7,F3,F4,F5}	—	Dec 7, 2017	D	367,094	D	May 18, 2016	—	Charter Communications Class A Common Stock	367,094	23,591,868	I
Class B Common Units of Charter Communications Holdings, LLC^F8,F3,F4,F5	—	Dec 21, 2017	C	1,263,497	D	May 18, 2016	—	Charter Communications Class A Common Stock	1,263,497	22,328,371	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 1,088 shares of restricted Class A Common Stock of the Issuer that were received by the Reporting Person in connection with his service 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 the Issuer and Class B Common Units of Charter Holdings 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 the Issuer 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.
F6Sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
F7Represents 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).
F8Such 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.