SEC Form 4 · accession 0001225208-16-033766

SPECTRUM MANAGEMENT HOLDING COMPANY, LLC

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

Reporting owner

Matthew Siegel

Officer — SVP & Treasurer and Co-CFO

Period of report

May 18, 2016

Accepted (ET)

May 20, 2016 · 8:22 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001377013

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $.01 per share^F2	May 18, 2016	D	18,483	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F3,F4	$86.76	May 18, 2016	D	8,238	D	—	Feb 12, 2023	Common Stock, par value $.01 per share	8,238	0	D
Employee Stock Option (Right to Buy)^F5,F6	$77.04	May 18, 2016	D	10,690	D	—	Feb 15, 2022	Common Stock, par value $.01 per share	10,690	0	D
Restricted Stock Units^F8,F7,F9	—	May 18, 2016	D	1,933	D	—	—	Common Stock, par value $.01 per share	1,933	21,212	D
Restricted Stock Units^F8,F7,F10	—	May 18, 2016	D	4,268	D	—	—	Common Stock, par value $.01 per share	4,268	16,944	D
Restricted Stock Units^F8,F7,F11	—	May 18, 2016	D	16,944	D	—	—	Common Stock, par value $.01 per share	16,944	0	D

Explanation of responses

F1Issuer's common stock ("Common Stock") disposed of pursuant to the Agreement and Plan of Mergers, dated as of May 23, 2015, among the Issuer, Charter Communications, Inc., CCH I, LLC (now named Charter Communications, Inc., "New Charter") and other certain parties thereto (the "merger agreement").
F10This award of restricted stock units vests in two equal installments on the fifth and sixth anniversaries of the date of grant, June 2, 2015. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
F11Of the 16,944 restricted stock units covered by this award, 2,824 restricted stock units vest on each of the third and sixth anniversaries of the date of grant, February 12, 2014, and 5,648 restricted stock units vest on each of the fourth and fifth anniversaries of such grant date. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
F2In accordance with the terms of the merger agreement, each share of Common Stock was exchanged into the right to receive, pursuant to an election made by the Reporting Person, either (a) $100 in cash and 0.4891 of a share of New Charter Class A common stock ("New Charter common stock") or (b) $115 in cash and 0.4125 of a share of New Charter common stock.
F3In accordance with the terms of the merger agreement, each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter common stock at an exercise price of $94.22 per share.
F4This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 13, 2013.
F5In accordance with the terms of the merger agreement, each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter common stock at an exercise price of $83.67 per share.
F6This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 16, 2012.
F7Each restricted stock unit represented a contingent right to receive one share of Common Stock.
F8In accordance with the terms of the merger agreement, each of these restricted stock units was adjusted and converted into a restricted stock unit with respect to 0.92078178 of a share of New Charter common stock.
F9This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 13, 2013. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.