Statement of Changes in Beneficial Ownership (4)
February 05 2020 - 8:30AM
Edgar (US Regulatory)
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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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
*
ADVANCE/NEWHOUSE PARTNERSHIP |
2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/
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CHTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
6350 COURT STREET, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/4/2020 |
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(Street)
EAST SYRACUSE, NY 13057-1211
(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)
___ 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 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) | $643.0830 | 2/4/2020 | | S/K | | | 2100000 | (1)(2) | (1)(2) | Common Stock | 2100000 | (1)(2)(3)(4) | 2100000 | D | |
| Call option (obligation to sell) | $643.0830 | 2/4/2020 | | S/K | | | 1000000 | (1)(2) | (1)(2) | Common Stock | 1000000 | (1)(2)(3)(4) | 1000000 | D | |
| Call option (obligation to sell) | $643.0830 | 2/4/2020 | | S/K | | | 600000 | (1)(2) | (1)(2) | Common Stock | 600000 | (1)(2)(3)(4) | 600000 | D | |
| Call option (obligation to sell) | $643.0830 | 2/4/2020 | | S/K | | | 300000 | (1)(2) | (1)(2) | Common Stock | 300000 | (1)(2)(3)(4) | 300000 | D | |
| Put option (right to sell) | $445.4935 | 2/4/2020 | | P/K | | 2100000 | | (1)(2) | (1)(2) | Common Stock | 2100000 | (1)(2)(3)(4) | 2100000 | D | |
| Put option (right to sell) | $445.4935 | 2/4/2020 | | P/K | | 1000000 | | (1)(2) | (1)(2) | Common Stock | 1000000 | (1)(2)(3)(4) | 1000000 | D | |
| Put option (right to sell) | $445.4935 | 2/4/2020 | | P/K | | 600000 | | (1)(2) | (1)(2) | Common Stock | 600000 | (1)(2)(3)(4) | 600000 | D | |
| Put option (right to sell) | $445.4935 | 2/4/2020 | | P/K | | 300000 | | (1)(2) | (1)(2) | Common Stock | 300000 | (1)(2)(3)(4) | 300000 | D | |
| Explanation of Responses: |
| (1) | On February 4, 2020, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 4,000,000 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 4,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions will 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) | The Transaction expires evenly over a series of expiration dates from August 12, 2024 to September 5, 2024, inclusive. |
| (3) | On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the Common Stock on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price. |
| (4) | The Transaction is a "zero-cost collar", in which no premium was exchanged for either the call option or the put option. |
Remarks:
Each of Newhouse Broadcasting Corporation, Advance Publications, Inc., Newhouse Family Holdings, L.P. and Advance Long-Term Management Trust may be deemed to beneficially own the call options and put options held by A/N and reported in Table II due to their control of A/N. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ADVANCE/NEWHOUSE PARTNERSHIP
6350 COURT STREET
EAST SYRACUSE, NY 13057-1211 | X | X |
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ADVANCE LONG-TERM MANAGEMENT TRUST
C/O ROBINSON MILLER LLC
ONE NEWARK CENTER, 19TH FLOOR
NEWARK, NJ 07102 |
| X |
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NEWHOUSE BROADCASTING CORP
6350 COURT STREET
EAST SYRACUSE, NY 13057-1211 |
| X |
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ADVANCE PUBLICATIONS, INC
950 FINGERBOARD ROAD
STATEN ISLAND, NY 10305 |
| X |
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NEWHOUSE FAMILY HOLDINGS, L.P.
ONE WORLD TRADE CENTER
NEW YORK, NY 10007 |
| X |
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Signatures
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| /s/ Oren Klein | | 2/4/2020 |
| **Signature of Reporting Person | Date |
| /s/ Michael A. Newhouse | | 2/4/2020 |
| **Signature of Reporting Person | Date |
| /s/ Oren Klein | | 2/4/2020 |
| **Signature of Reporting Person | Date |
| /s/ Oren Klein | | 2/4/2020 |
| **Signature of Reporting Person | Date |
| /s/ Michael A. Newhouse | | 2/4/2020 |
| **Signature of Reporting Person | Date |
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