SEC Form 4 · accession 0001140361-16-090948
CHARTER COMMUNICATIONS, INC. /MO/ · CHTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NEWHOUSE BROADCASTING CORP
10% Owner
ADVANCE PUBLICATIONS, INC
10% Owner
ADVANCE/NEWHOUSE PARTNERSHIP
10% Owner
ADVANCE LONG-TERM MANAGEMENT TRUST
10% Owner
NEWHOUSE FAMILY HOLDINGS, L.P.
10% Owner
Period of report
Dec 28, 2016
Accepted (ET)
Dec 28, 2016 · 4:09 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 | Dec 28, 2016 | C | 1,852,832 | $289.8266 | A | 1,852,832 | I | See Remarks |
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, LLCF3,F2 | — | 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, LLCF4,F1,F2 | — | 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.
- F2The 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.
- F3Such 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.
- F4Sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Remarks
Each of Newhouse Broadcasting Corporation, Advance Publications, Inc., Newhouse Family Holdings, L.P. and Advance Long-Term Management Trust may be deemed to beneficially own the shares of Class A Common Stock and Class B Common Units held by A/N due to their control of A/N.