- Statement of Changes in Beneficial Ownership (4)
September 07 2011 - 5:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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November 30, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Quicksilver Robert E
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2. Issuer Name
and
Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/
[
CHTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP/Chief Admin Officer
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(Last)
(First)
(Middle)
C/O CHARTER COMMUNICATIONS, INC., 12405 POWERSCOURT DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/6/2011
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(Street)
ST. LOUIS, MO 63131
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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9/6/2011
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A
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13000
(1)
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A
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$
0
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13000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Time-Vesting Stock Options
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$47.685
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9/6/2011
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A
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39000
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4/26/2012
(2)
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4/26/2021
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Class A Common Stock
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39000
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$
0
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39000
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D
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Performance-Vesting Stock Options
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$47.685
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9/6/2011
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A
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30300
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4/26/2012
(3)
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4/26/2021
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Class A Common Stock
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30300
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$
0
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69300
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D
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Performance-Vesting Stock Options
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$47.685
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9/6/2011
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A
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30300
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12/31/2012
(4)
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4/26/2021
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Class A Common Stock
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30300
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$
0
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99600
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D
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Performance-Vesting Stock Options
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$47.685
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9/6/2011
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A
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30300
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12/31/2013
(5)
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4/26/2021
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Class A Common Stock
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30300
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$
0
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129900
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D
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Explanation of Responses:
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(
1)
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Restricted Stock granted 09/06/11 scheduled to vest in equal 25% increments on September 6, 2012, 2013, 2014 and 2015.
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(
2)
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Grant of Stock Options on 09/06/2011 under the Charter Communications, Inc. 2009 Stock Incentive Plan. One-third will become exercisable in four equal installments on each of the first four anniversaries of April 26, 2011; one-third will become exercisable in four equal installments on each of the first four anniversaries of the vesting commencement date of December 31, 2011; and, one-third will become exercisable in four equal installments on each of the first four anniversaries of the vesting commencement date of December 31, 2012.
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(
3)
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One-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $60 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days) commencing on or after January 26, 2012; one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $80 per share commencing on or after January 26, 2012; and, one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $100 per share commencing on or after January 26, 2012.
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(
4)
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One-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $60 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days) commencing on or after September 30, 2012; one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $80 per share commencing on or after September 30, 2012; and, one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $100 per share commencing on or after September 30, 2012.
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(
5)
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One-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $60 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days) commencing on or after September 30, 2013; one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $80 per share commencing on or after September 30, 2013; and, one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $100 per share commencing on or after September 30, 2013.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Quicksilver Robert E
C/O CHARTER COMMUNICATIONS, INC.
12405 POWERSCOURT DRIVE
ST. LOUIS, MO 63131
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EVP/Chief Admin Officer
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Signatures
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/s/ Robert E. Quicksilver
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9/7/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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