FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Newhouse Michael A

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/18/2016 

3. Issuer Name and Ticker or Trading Symbol

CHARTER COMMUNICATIONS, INC. /MO/ [CHTR]

(Last)        (First)        (Middle)

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

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

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

(Street)

STAMFORD, CT 06901       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Charter Communications Holdings, LLC Class B Common Units   5/18/2016   (1) (2)   (3) Charter Communications Class A Common Stock   30995834   (3)   (3) I   Indirect Interest in a Partnership   (1) (2)
Charter Communications Holdings Convertible Preferred Units   5/18/2016   (1) (2)   (4) Charter Communications Class A Common Stock   9333500   (4) $267.85   (4) I   Indirect Interest in a Partnership   (1) (2)

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.
( 4)  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.

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



Signatures
/s/Daniel J. Bollinger as attorney-in-fact for Michael A. Newhouse 5/24/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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