Statement of Changes in Beneficial Ownership (4)
February 23 2022 - 3:10PM
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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Newhouse Michael A |
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CHARTER COMMUNICATIONS, INC., 400 WASHINGTON BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2022 |
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(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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) | $475.2027 | 2/18/2022 | | P/K | | | 722404 | (1)(2) | (1)(2) | Common Stock | 722404 | (1)(2) | 1064681 | I | Indirect Interest in a Partnership (5)(6) |
| Call option (obligation to sell) | $475.2027 | 2/18/2022 | | P/K | | | 541801 | (1)(3) | (1)(3) | Common Stock | 541801 | (1)(3) | 798512 | I | Indirect Interest in a Partnership (5)(6) |
| Call option (obligation to sell) | $475.2027 | 2/18/2022 | | P/K | | | 180600 | (1)(4) | (1)(4) | Common Stock | 180600 | (1)(4) | 266170 | I | Indirect Interest in a Partnership (5)(6) |
| Put option (right to sell) | $327.7260 | 2/18/2022 | | S/K | | | 722404 | (1)(2) | (1)(2) | Common Stock | 722404 | (1)(2) | 1064681 | I | Indirect Interest in a Partnership (5)(6) |
| Put option (right to sell) | $327.7260 | 2/18/2022 | | S/K | | | 541801 | (1)(3) | (1)(3) | Common Stock | 541801 | (1)(3) | 798512 | I | Indirect Interest in a Partnership (5)(6) |
| Put option (right to sell) | $327.7260 | 2/18/2022 | | S/K | | | 180600 | (1)(4) | (1)(4) | Common Stock | 180600 | (1)(4) | 266170 | I | Indirect Interest in a Partnership (5)(6) |
| Explanation of Responses: |
| (1) | On July 30, 2019, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 3,950,000 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 3,950,000 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 February 18, 2022, A/N early terminated a portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 722,404 shares of Class A Common Stock, and, in connection with this termination, 722,404 Units were released from the related pledge. Pursuant to this termination, A/N paid $102,945,581.97 in cash to the unaffiliated bank counterparty. |
| (3) | Also on February 18, 2022, A/N early terminated an additional portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 541,801shares of Class A Common Stock, and, in connection with this termination, 541,801 Units were released from the related pledge. Pursuant to this termination, A/N paid $77,198,461.30 in cash to the unaffiliated bank counterparty. |
| (4) | Also on February 18, 2022, A/N early terminated an additional portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 180,600 shares of Class A Common Stock, and, in connection with this termination, 180,600 Units were released from the related pledge. Pursuant to this termination, A/N paid $25,732,772.94 in cash to the unaffiliated bank counterparty. |
| (5) | The Reporting Person, by virtue of his affiliations with Advance Long-Term Management Trust, a New Jersey trust ("ALTMT"), Advance Publications, Inc., a New York corporation ("API"), and Newhouse Broadcasting Corporation ("NBCo"), and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the shares of Common Stock and Units owned directly by A/N. ALTMT is the general partner of Newhouse Family Holdings, L.P., a Delaware limited partnership, which owns all of the voting shares of API. API and NBCo indirectly own all of the partnership interests of A/N. |
| (6) | The Reporting Person disclaims beneficial ownership of the shares of Common Stock and Units owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Newhouse Michael A
C/O CHARTER COMMUNICATIONS, INC.
400 WASHINGTON BLVD.
STAMFORD, CT 06902 | X |
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Signatures
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| /s/ Michael A. Newhouse | | 2/23/2022 |
| **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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