SEC Form 4 · accession 0001104659-16-122376
CHARTER COMMUNICATIONS, INC. /MO/ · CHTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $.001 per shareF1,F2 | May 18, 2016 | J | 2,364,956 | — | A | 28,440,925 | I | Held through wholly-owned subsidiaries |
| Class A Common Stock, par value $.001 per share | May 18, 2016 | A | 21,972,648 | $195.6979 | A | 21,972,648 | D | |
| Class A Common Stock, par value $.001 per share | May 18, 2016 | A | 3,658,691 | $191.3253 | A | 25,631,339 | D |
Table II — derivative securities
Explanation of responses
- F1Pursuant to the Contribution Agreement, dated as of May 23, 2015, by and among the reporting person, Liberty Interactive Corporation, Legacy Charter (as defined in the Remarks section), the Issuer and Merger Subsidiary One (as defined in the Remarks section), each share of TWC's (as defined in the Remarks section) common stock held by the reporting person immediately prior to the effective time of the First Company Merger (as defined in the Remarks section) converted into the right to receive one share of the Issuer's Class A Common Stock. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2Includes 26,075,969 shares received by wholly-owned subsidiaries of the reporting person in the Third Merger, which resulted in the Issuer becoming a parent holding company of Legacy Charter and TWC but did not alter the proportionate interests of security holders (as further described in the Remarks section).
Remarks
Pursuant to that certain Agreement and Plan of Mergers, dated as of May 23, 2015, by and among Time Warner Cable Inc. ("TWC"), Charter Communications, Inc. ("Legacy Charter"), the Issuer, then a wholly owned subsidiary of Legacy Charter, Nina Corporation I, Inc. ("Merger Subsidiary One"), Nina Company II, LLC ("Merger Subsidiary Two"), a wholly owned subsidiary of the Issuer, and Nina Company III, LLC ("Merger Subsidiary Three"), a wholly owned subsidiary of the Issuer, on May 18, 2016, the parties completed a series of transactions pursuant to which, among other things, (i) Merger Subsidiary One merged with and into TWC, with TWC continuing as the surviving corporation (the "First Company Merger"), (ii) immediately thereafter, TWC merged with and into Merger Subsidiary Two, with Merger Subsidiary Two continuing as the surviving entity, and (iii) immediately thereafter, Legacy Charter merged with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving entity and a wholly owned subsidiary of the Issuer (the "Third Merger" and collectively, the "Mergers"), which resulted in Legacy Charter and TWC becoming wholly owned subsidiaries of the Issuer. As a result of the Mergers, the Issuer became the new public company parent that holds the operations of the combined companies and the successor issuer to Legacy Charter pursuant to Rule 12g-3(c) promulgated under the Exchange Act.