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 *

ADVANCE/NEWHOUSE PARTNERSHIP

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)

5823 WIDEWATERS PARKWAY, 

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

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

(Street)

EAST SYRACUSE, NY 13057       

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

 

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

___ Form filed by One Reporting Person
_ X _ 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
Class B Common Units of Charter Holdings Communications, Inc   5/18/2016   (1)   (1) Charter Communications Class A Common Stock   30995834   (2)   (2) I   See Footnote   (1)
Convertible Preferred Units of Charter Holdings Communicatio   5/18/2016   (1)   (1) Charter Communications Class A Common Stock   9333500   (3) $267.85   (3) I   See Footnote   (1)

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") disclosed on this Form 3 on May 18, 2016. 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.
( 2)  Upon exchange by A/N, the 30,995,834 Class B Common Units owned by A/N will be exchangeable, at the Issuer's option, into either (i) shares of Class A Common Stock on a one-for-one basis or (ii) cash based on the volume-weighted average price of the Class A Common Stock for the two consecutive trading days immediately prior to the date of delivery of an exchange notice by A/N.
( 3)  Each of the 25,000,000 Convertible Preferred Units with face amount of $100 is convertible, in the hands of A/N and its affiliates, into 0.37334 of a Class B Common Unit and, in the hands of 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.

Remarks:
Each of Newhouse Broadcasting Corporation ("NBCo"), Advance Publications, Inc. ("API"), Newhouse Family Holdings, L.P. ("NFH") and Advance Long-Term Management Trust ("Advance Long-Term Trust") may be deemed to beneficially own the Convertible Preferred Units and Class B Common Units held by A/N due to their control of A/N. NBCo is the indirect majority owner of A/N. API indirectly holds a 38.76% interest in A/N. NFH is included as a reporting person solely because it holds 100% of the common shares of API, which have the power to elect the board of directors of API. Advance Long-Term Trust is included as a Reporting Person solely because it is the sole general partner of NFH.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ADVANCE/NEWHOUSE PARTNERSHIP
5823 WIDEWATERS PARKWAY
EAST SYRACUSE, NY 13057

X

NEWHOUSE BROADCASTING CORP
5823 WIDEWATERS PARKWAY
E. SYRACUSE, NY 13057

X

ADVANCE PUBLICATIONS, INC
950 FINGERBOARD ROAD
STATEN ISLAND, NY 10305

X

NEWHOUSE FAMILY HOLDINGS, L.P.
ONE WORLD TRADE CENTER
NEW YORK, NY 10007

X

ADVANCE LONG-TERM MANAGEMENT TRUST
C/O ROBINSON MILLER LLC
ONE NEWARK CENTER, 19TH FLOOR
NEWARK, NJ 07102

X


Signatures
/s/ Michael A. Newhouse, Vice President, Advance/Newhouse Partnership 5/27/2016
** Signature of Reporting Person Date

/s/ Michael A. Newhouse, Co-President, Advance Publications, Inc. 5/27/2016
** Signature of Reporting Person Date

/s/ Michael A. Newhouse, Trustee, Advance Long-Term Management Trust 5/27/2016
** Signature of Reporting Person Date

/s/ Michael A. Newhouse, Executive Vice President, Newhouse Broadcasting Corporation 5/27/2016
** Signature of Reporting Person Date

/s/ Michael A. Newhouse, Trustee, Advance Long-Term Management Trust, the General Partner of Newhouse Family Holdings L.P. 5/27/2016
** 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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