Statement of Changes in Beneficial Ownership (4)
22 March 2023 - 5:01AM
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)
3/17/2023 |
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(Street)
EAST SYRACUSE, NY 13057-1211 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Call option (obligation to sell) | $643.0830 | 3/17/2023 | | P/K | | | 1000000 | (1)(2) | (1)(2) | Common Stock | 1000000 | (1)(2) | 0 | D | |
| Put option (right to sell) | $445.4935 | 3/17/2023 | | S/K | | | 1000000 | (1)(2) | (1)(2) | Common Stock | 1000000 | (1)(2) | 0 | D | |
| Explanation of Responses: |
| (1) | On February 4, 2020, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 4,000,000 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 4,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). Under the agreement, the Transactions may 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) | On March 17, 2023, A/N early terminated a portion of the Transactions, with expiration dates running from August 12, 2024 to September 5, 2024, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 1,000,000 shares of Class A Common Stock, and, in connection with this termination, 1,000,000 Units were released from the related pledge. Pursuant to this termination, the unaffiliated bank counterparty paid $93,694,100.00 in cash to A/N. |
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 call options and put options held by A/N and reported in Table II due to their control of A/N. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ADVANCE/NEWHOUSE PARTNERSHIP
6350 COURT STREET
EAST SYRACUSE, NY 13057-1211 | X | X |
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ADVANCE LONG-TERM MANAGEMENT TRUST
C/O ROBINSON MILLER LLC
110 EDISON PL, SUITE 302
NEWARK, NJ 07102 | X | X |
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NEWHOUSE BROADCASTING CORP
ONE WORLD TRADE CENTER
NEW YORK, NY 10007 | X | X |
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ADVANCE PUBLICATIONS, INC
ONE WORLD TRADE CENTER
NEW YORK, NY 10007 | X | X |
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NEWHOUSE FAMILY HOLDINGS, L.P.
ONE WORLD TRADE CENTER
NEW YORK, NY 10007 | X | X |
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Signatures
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| Advance/Newhouse Partnership, By: /s/ Oren Klein, Chief Financial Officer | | 3/21/2023 |
| **Signature of Reporting Person | Date |
| Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer | | 3/21/2023 |
| **Signature of Reporting Person | Date |
| Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer | | 3/21/2023 |
| **Signature of Reporting Person | Date |
| Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner By: /s/ Michael A. Newhouse, Trustee | | 3/21/2023 |
| **Signature of Reporting Person | Date |
| Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee | | 3/21/2023 |
| **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 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). |
| 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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