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 *

Rutledge Thomas
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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

C/O CHARTER COMMUNICATIONS, INC., 400 ATLANTIC STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

2/21/2020
(Street)

STAMFORD, CT 06901
(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 2/21/2020  M  20093 (1)A$533.84 22474 D  
Class A Common Stock 2/21/2020  F  9031 (2)D$533.84 13443 D  
Class A Common Stock         97824 (3)I By 2018 GRAT UA 
Class A Common Stock         51208 (4)I By 2018 GRAT B UA 
Class A Common Stock         128541 (5)I By 2019 GRAT UA 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (6)2/21/2020  M     20093   (1) (1)Class A Common Stock 20093.0 $0 140654 D  

Explanation of Responses:
(1) Vesting of a portion of Restricted Stock Units granted on April 25, 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 60,280 shares subject to the attainment of a $455.66 per-share hurdle; 60,280 shares subject to the attainment of a $496.58 per-share hurdle; and 60,280 shares subject to the attainment of a $564.04 per-share hurdle (each with a six-year term; and the merger exchange ratio of .9042 was applied to the number of shares and per share hurdles). One third of the Restricted Stock Units will be first eligible to vest on each of the third, fourth and fifth anniversaries of the date of grant subject to achievement of the applicable per-share price hurdles. Any Restricted Stock Units that have not vested within 6 years from the date of grant will be cancelled.
(2) Withholding of securities for the purpose of paying taxes.
(3) Shares held by the Rutledge GRAT UA, dated May 17, 2018.
(4) Shares held by the Rutledge GRAT B UA, dated August 13, 2018.
(5) Shares held by the Rutledge GRAT UA, dated August 19, 2019.
(6) Restricted Stock Units convert into common stock on a one-for-one basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rutledge Thomas
C/O CHARTER COMMUNICATIONS, INC.
400 ATLANTIC STREET
STAMFORD, CT 06901
X
Chairman and CEO

Signatures
/s/Daniel J. Bollinger as attorney-in-fact for Thomas M. Rutledge2/25/2020
**Signature of Reporting PersonDate

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