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
                                                                                  
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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 *

Liberty Broadband Corp
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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2016
(Street)

ENGLEWOOD, CO 80112
(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
Class A Common Stock, par value $.001 per share   5/18/2016     J (1)    2364956   A   (1) 28440925   (2) I   Held through wholly-owned subsidiaries  
Class A Common Stock, par value $.001 per share   5/18/2016     A    21972648   A $195.6979   21972648   D    
Class A Common Stock, par value $.001 per share   5/18/2016     A    3658691   A $191.3253   25631339   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

Explanation of Responses:
( 1)  Pursuant to the Contribution Agreement, dated as of May 23, 2015, by and among the reporting person, Liberty Interactive Corporation, Legacy Charter (as defined in the Remarks section), the Issuer and Merger Subsidiary One (as defined in the Remarks section), each share of TWC's (as defined in the Remarks section) common stock held by the reporting person immediately prior to the effective time of the First Company Merger (as defined in the Remarks section) converted into the right to receive one share of the Issuer's Class A Common Stock. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
( 2)  Includes 26,075,969 shares received by wholly-owned subsidiaries of the reporting person in the Third Merger, which resulted in the Issuer becoming a parent holding company of Legacy Charter and TWC but did not alter the proportionate interests of security holders (as further described in the Remarks section).

Remarks:
Pursuant to that certain Agreement and Plan of Mergers, dated as of May 23, 2015, by and among Time Warner Cable Inc. ("TWC"), Charter Communications, Inc. ("Legacy Charter"), the Issuer, then a wholly owned subsidiary of Legacy Charter, Nina Corporation I, Inc. ("Merger Subsidiary One"), Nina Company II, LLC ("Merger Subsidiary Two"), a wholly owned subsidiary of the Issuer, and Nina Company III, LLC ("Merger Subsidiary Three"), a wholly owned subsidiary of the Issuer, on May 18, 2016, the parties completed a series of transactions pursuant to which, among other things, (i) Merger Subsidiary One merged with and into TWC, with TWC continuing as the surviving corporation (the "First Company Merger"), (ii) immediately thereafter, TWC merged with and into Merger Subsidiary Two, with Merger Subsidiary Two continuing as the surviving entity, and (iii) immediately thereafter, Legacy Charter merged with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving entity and a wholly owned subsidiary of the Issuer (the "Third Merger" and collectively, the "Mergers"), which resulted in Legacy Charter and TWC becoming wholly owned subsidiaries of the Issuer. As a result of the Mergers, the Issuer became the new public company parent that holds the operations of the combined companies and the successor issuer to Legacy Charter pursuant to Rule 12g-3(c) promulgated under the Exchange Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Liberty Broadband Corp
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112
X X


Signatures
Liberty Broadband Corporation By: /s/ Craig Troyer, Vice President, Deputy General Counsel and Assistant Secretary 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.
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