FORM 4
[ X ] 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
                                                                                  
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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 *

JAIN DINESH C 		2. Issuer Name and Ticker or Trading Symbol

TIME WARNER CABLE INC. [ TWC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
COO
(Last)          (First)          (Middle)

C/O TIME WARNER CABLE INC., 60 COLUMBUS CIRCLE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2016
(Street)

NEW YORK, NY 10023
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock, par value $.01 per share   5/18/2016     D (1)    101.0000   D $0   (2) 0.0000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units     (3) 5/18/2016     D   (4)       21905.0000      (5)   (5) Common Stock, par value $.01 per share   21905.0000     (4) 89574.0000   D    
Restricted Stock Units     (3) 5/18/2016     D   (4)       29858.0000      (6)   (6) Common Stock, par value $.01 per share   29858.0000     (4) 59716.0000   D    
Restricted Stock Units     (3) 5/18/2016     D   (4)       59716.0000      (7)   (7) Common Stock, par value $.01 per share   59716.0000     (4) 0.0000   D    

Explanation of Responses:
( 1)  Issuer's common stock ("Common Stock") disposed of pursuant to the Agreement and Plan of Mergers, dated as of May 23, 2015, among the Issuer, Charter Communications, Inc., CCH I, LLC (now named Charter Communications, Inc., "New Charter") and other certain parties thereto (the "merger agreement").
( 2)  In accordance with the terms of the merger agreement, each share of Common Stock was exchanged into the right to receive, pursuant to an election made by the Reporting Person, either (a) $100 in cash and 0.4891 of a share of New Charter Class A common stock ("New Charter common stock") or (b) $115 in cash and 0.4125 of a share of New Charter common stock.
( 3)  Each restricted stock unit represented a contingent right to receive one share of Common Stock.
( 4)  In accordance with the terms of the merger agreement, each of these restricted stock units was adjusted and converted into a restricted stock unit with respect to 0.92078178 of a share of New Charter common stock.
( 5)  This award of restricted stock units vests in two equal installments on the fifth and sixth anniversaries of the date of grant, June 2, 2015. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
( 6)  This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 12, 2014. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
( 7)  This award of restricted stock units represents an accelerated award in lieu of awards anticipated in 2015 and 2016. The award of restricted stock units vests in three installments: 25% on the fourth anniversary, 50% on the fifth anniversary and 25% on the sixth anniversary of the date of grant, February 12, 2014. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JAIN DINESH C
C/O TIME WARNER CABLE INC.
60 COLUMBUS CIRCLE
NEW YORK, NY 10023

COO

Signatures
Susan A. Waxenberg, Attorney in Fact 5/20/2016
** 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 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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