Initial Statement of Beneficial Ownership (3)
26 May 2016 - 12:49AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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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
*
Newhouse Michael A
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/18/2016
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3. Issuer Name
and
Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [CHTR]
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(Last)
(First)
(Middle)
C/O CHARTER COMMUNICATIONS, INC., 400 ATLANTIC STREET
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
STAMFORD, CT 06901
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Charter Communications Holdings, LLC Class B Common Units
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5/18/2016
(1)
(2)
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(3)
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Charter Communications Class A Common Stock
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30995834
(3)
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(3)
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I
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Indirect Interest in a Partnership
(1)
(2)
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Charter Communications Holdings Convertible Preferred Units
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5/18/2016
(1)
(2)
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(4)
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Charter Communications Class A Common Stock
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9333500
(4)
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$267.85
(4)
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I
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Indirect Interest in a Partnership
(1)
(2)
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Explanation of Responses:
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(
1)
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Advance Newhouse Partnership, a New York Partnership ("A/N") acquired the Class B Common Units (the "Class B Common Units") and the Convertible Preferred Units the ("Convertible Preferred Units") of Charter Holdings Communications, Inc. ("Charter Holdings") on May 18, 2016. The Reporting Person is both a trustee and a beneficiary of the Advance Long-Term Management Trust, a New Jersey Trust ("ALTMT"), Co-President and a director of Advance Publications, Inc., a New York corporation ("API"), and Executive Vice President and a director of Newhouse Broadcasting Corporation, a New York corporation ("NBCo"). 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.
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(
2)
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The Reporting Person, by virtue of his affiliations with ALTMT, API and NBCo and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the Class B Common Units, Convertible Preferred Units and one share of Class B Common Stock owned directly by A/N. A/N is entitled to voting rights with respect to the Class B Common Units and the Convertible Preferred Units through ownership of one share of Class B Common Stock, par value $0.001, of the Issuer. The Reporting Person disclaims beneficial ownership of the Class B Common Units and the Convertible Preferred Units 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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(
3)
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The 30,995,834 Class B Common Units owned by A/N are convertible, at the Issuer's option, into either (i) shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis or (ii) cash based on a recent market price of the Class A Common Stock.
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(
4)
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Each of the 25,000,000 Convertible Preferred Units with face amount of $100 are convertible by A/N and certain related parties into 0.37334 of a Class B Common Unit and by any other person into 0.37334 of a share of Class A Common Stock, representing a conversion price of $267.85, subject to customary anti-dilution adjustments.
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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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Newhouse Michael A
C/O CHARTER COMMUNICATIONS, INC.
400 ATLANTIC STREET
STAMFORD, CT 06901
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X
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Signatures
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/s/Daniel J. Bollinger as attorney-in-fact for Michael A. Newhouse
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5/24/2016
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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 5(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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