Statement of Changes in Beneficial Ownership (4)
September 12 2019 - 12:29PM
Edgar (US Regulatory)
FORM 4
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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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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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ADVANCE/NEWHOUSE PARTNERSHIP |
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)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
6350 COURT STREET, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/10/2019
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(Street)
EAST SYRACUSE, NY 13057-1211
(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)
___ Form filed by One Reporting Person
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X
_ 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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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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Class B Common Units of Charter Communications Holdings, LLC
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(1)
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9/10/2019
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D
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490021 (2)
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5/18/2016
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(1)
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Charter Communications Class A Common Stock
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490021
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$391.68 (3)
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18587620
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I
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See Remarks
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Explanation of Responses:
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(1)
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The Class B Common Units of Charter Communications Holdings, LLC ("Charter Holdings") are exchangeable by Advance/Newhouse Partnership, a New York partnership ("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) an amount of 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 (as such term is defined under and pursuant to that certain exchange agreement, dated as of May 18, 2016, between, among others, the Issuer, Charter Holdings and A/N) per Class B Common Unit exchanged and have no expiration date.
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(2)
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Sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
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(3)
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Represents 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).
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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 Class B Common Units held by A/N due to their control of A/N. |
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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ADVANCE/NEWHOUSE PARTNERSHIP 6350 COURT STREET EAST SYRACUSE, NY 13057-1211
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X
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X
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ADVANCE LONG-TERM MANAGEMENT TRUST C/O ROBINSON MILLER LLC ONE NEWARK CENTER, 19TH FLOOR NEWARK, NJ 07102
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X
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NEWHOUSE BROADCASTING CORP 6350 COURT STREET EAST SYRACUSE, NY 13057-1211
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X
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ADVANCE PUBLICATIONS, INC 950 FINGERBOARD ROAD STATEN ISLAND, NY 10305
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X
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NEWHOUSE FAMILY HOLDINGS, L.P. ONE WORLD TRADE CENTER NEW YORK, NY 10007
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X
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Signatures
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Advance/Newhouse Partnership, By: /s/ Oren Klein, Chief Financial Officer
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9/12/2019
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**Signature of Reporting Person
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Date
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Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer
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9/12/2019
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**Signature of Reporting Person
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Date
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Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer
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9/12/2019
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**Signature of Reporting Person
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Date
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Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee
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9/12/2019
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**Signature of Reporting Person
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Date
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Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee
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9/12/2019
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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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