Initial Statement of Beneficial Ownership (3)
May 27 2016 - 3:02PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
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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
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/18/2016
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3. Issuer Name
and
Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [CHTR]
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(Last)
(First)
(Middle)
5823 WIDEWATERS PARKWAY,
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
EAST SYRACUSE, NY 13057
(City)
(State)
(Zip)
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5. 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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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Units of Charter Holdings Communications, Inc
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5/18/2016
(1)
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(1)
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Charter Communications Class A Common Stock
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30995834
(2)
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(2)
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I
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See Footnote
(1)
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Convertible Preferred Units of Charter Holdings Communicatio
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5/18/2016
(1)
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(1)
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Charter Communications Class A Common Stock
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9333500
(3)
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$267.85
(3)
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I
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See Footnote
(1)
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ADVANCE/NEWHOUSE PARTNERSHIP
5823 WIDEWATERS PARKWAY
EAST SYRACUSE, NY 13057
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X
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NEWHOUSE BROADCASTING CORP
5823 WIDEWATERS PARKWAY
E. SYRACUSE, NY 13057
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X
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ADVANCE PUBLICATIONS, INC
950 FINGERBOARD ROAD
STATEN ISLAND, NY 10305
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X
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NEWHOUSE FAMILY HOLDINGS, L.P.
ONE WORLD TRADE CENTER
NEW YORK, NY 10007
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X
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ADVANCE LONG-TERM MANAGEMENT TRUST
C/O ROBINSON MILLER LLC
ONE NEWARK CENTER, 19TH FLOOR
NEWARK, NJ 07102
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X
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Signatures
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/s/ Michael A. Newhouse, Vice President, Advance/Newhouse Partnership
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5/27/2016
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**
Signature of Reporting Person
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Date
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/s/ Michael A. Newhouse, Co-President, Advance Publications, Inc.
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5/27/2016
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Signature of Reporting Person
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Date
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/s/ Michael A. Newhouse, Trustee, Advance Long-Term Management Trust
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5/27/2016
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**
Signature of Reporting Person
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Date
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/s/ Michael A. Newhouse, Executive Vice President, Newhouse Broadcasting Corporation
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5/27/2016
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Signature of Reporting Person
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Date
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/s/ Michael A. Newhouse, Trustee, Advance Long-Term Management Trust, the General Partner of Newhouse Family Holdings L.P.
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5/27/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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