Edgar Filing: Newhouse Michael A

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Newhouse Michael A

2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [CHTR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CHARTER COMMUNICATIONS, INC., 400 ATLANTIC STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2018

(Street)

STAMFORD, CT 06901

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call option (obligation to sell)

$ 371.5202

08/06/2018

S/K

1,500,000

⁽¹⁾⁽²⁾

Common Stock

1,500,000

⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

1,500,000

Indirect Interest in a Partnership ⁽⁶⁾ ⁽⁷⁾

Call option (obligation to sell)

$ 371.5202

08/06/2018

S/K

1,500,000

⁽¹⁾⁽²⁾

Common Stock

1,500,000

⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

1,500,000

Indirect Interest in a Partnership ⁽⁶⁾ ⁽⁷⁾

Call option (obligation to sell)

$ 408.2063

08/06/2018

S/K

1,500,000

⁽¹⁾⁽³⁾

Common Stock

1,500,000

⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

1,500,000

Indirect Interest in a Partnership ⁽⁶⁾ ⁽⁷⁾

Call option (obligation to sell)

$ 408.2063

08/06/2018

S/K

1,500,000

⁽¹⁾⁽³⁾

Common Stock

1,500,000

⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

1,500,000

Indirect Interest in a Partnership ⁽⁶⁾ ⁽⁷⁾

Put option (right to sell)

$ 247.486

08/06/2018

P/K

1,500,000

⁽¹⁾⁽²⁾

Common Stock

1,500,000

⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

1,500,000

Indirect Interest in a Partnership ⁽⁶⁾ ⁽⁷⁾

Put option (right to sell)

$ 247.486

08/06/2018

P/K

1,500,000

⁽¹⁾⁽²⁾

Common Stock

1,500,000

⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾

1,500,000

Indirect Interest in a Partnership ⁽⁶⁾ ⁽⁷⁾

Put option (right to sell)

$ 247.486

08/06/2018

P/K

1,500,000

⁽¹⁾⁽³⁾

Common Stock

1,500,000

⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

1,500,000

Indirect Interest in a Partnership ⁽⁶⁾ ⁽⁷⁾

Put option (right to sell)

$ 247.486

08/06/2018

P/K

1,500,000

⁽¹⁾⁽³⁾

Common Stock

1,500,000

⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

1,500,000

Indirect Interest in a Partnership ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Newhouse Michael A C/O CHARTER COMMUNICATIONS, INC. 400 ATLANTIC STREET STAMFORD, CT 06901	X

Signatures

/s/ Michael A. Newhouse		08/07/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks, pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions will be settled in cash unless A/N elects physical settlement, in which case it expects to exchange Units for Class A Common Stock sufficient to satisfy its obligations under the Transactions.
(2)	The Transaction expires evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive.
(3)	The Transaction expires evenly over a series of expiration dates from August 15, 2023 to August 30, 2023, inclusive.
(4)	On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the Common Stock on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price.
(5)	The Transaction is a "zero-cost collar", in which no premium was exchanged for either the call option or the put option.
(6)	The Reporting Person, by virtue of his affiliations with Advance Long-Term Management Trust, a New Jersey trust ("ALTMT"), Advance Publications, Inc., a New York corporation ("API"), and Newhouse Broadcasting Corporation ("NBCo"), and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the shares of Common Stock and Class B Common Units of Charter Holdings owned directly by A/N. ALTMT is the general partner of Newhouse Family Holdings, L.P., a Delaware limited partnership, which owns all of the voting shares of API. API and NBCo indirectly own all of the partnership interests of A/N.
(7)	The Reporting Person disclaims beneficial ownership of the shares of Common Stock and Class B Common Units of Charter Holdings owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

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