CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2010

Sep 14, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2010-09-14

Reporting Person: Oaktree Capital Group Holdings GP, LLC (Director, 10% Owner)
Reporting Person: Oaktree Opportunities Investments, L.P. (Director, 10% Owner)
Reporting Person: OCM FIE, L.P. (Director, 10% Owner)
Reporting Person: OCM Opportunities Fund V L P (Director, 10% Owner)
Reporting Person: OCM Opportunities Fund VI LP (Director, 10% Owner)
Reporting Person: OCM Opportunities Fund VII Delaware, L.P. (Director, 10% Owner)
Reporting Person: Oaktree Value Opportunities Fund, L.P. (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	19725105	Indirect
Class A Common Stock	2536	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrants (CUSIP 16117M123)	$51.28	2014-11-30	Class A Common Stock (136202)		Indirect
Common Stock Warrants (CUSIP 16117M131)	$46.86	2014-11-30	Class A Common Stock (292342)		Indirect

Footnotes

F1: On November 30, 2009, Oaktree Opportunities Investments, L.P. ("OOI") purchased 16,428,631 shares of the Issuer's Class A
Common Stock pursuant to the Issuer's joint plan of reorganization (the "Plan") at the price of $18.75 per share. OOI was
issued 3,296,474 shares of the Issuer's Class A Common Stock in exchange for claims pursuant to the Plan.

F2: In exchange for claims pursuant to the Plan, OCM Opportunities Fund V, L.P. ("OCM V") was issued 42,423 CUSIP 16117M123
common stock warrants and 53,320 CUSIP 16117M131 common stock warrants, OCM Opportunities Fund VI, L.P. ("OCM VI") was
issued 93,779 CUSIP 16117M123 common stock warrants and 121,329 CUSIP 16117M131 common stock warrants, OCM Opportunities
Fund VII Delaware, L.P. ("OCM VII") was issued 104,553 CUSIP 16117M131 common stock warrants and Oaktree Value Opportunities
Fund, L.P. ("VOF") was issued 13,140 CUSIP 16117M131 common stock warrants. Both the CUSIP 16117M123 common stock warrants
and the CUSIP 16117M131 common stock warrants are referred to herein as the Class A Common Stock Warrants.

F3: This Form 3 is also filed by: (i) OOI, in its capacity as the direct owner of 19,725,105 shares of Class A Common
Stock, (ii) OCM FIE, L.P. ("FIE"), in its capacity as the assignee of all economic, pecuniary and voting rights to 2,536
shares of restricted stock granted January 21, 2010 and scheduled to fully vest on November 30, 2010, (iii) OCM V, in its
capacity as the direct owner of 95,743 Class A Common Stock Warrants, (iv) OCM VI, in its capacity as the direct owner of
215,108 Class A Common Stock Warrants, (v) OCM VII, in its capacity as the direct owner of 104,553 Class A Common Stock
Warrants and (vi) VOF, in its capacity as the direct owner of 13,140 Class A Common Stock Warrants.

F4: This Form 3 is also filed by: (i) Oaktree Fund GP, LLC ("GP"), in its capacity as the general partner of OOI and FIE; (ii)
OCM Opportunities Fund V GP, L.P. ("V GP"), in its capacity as the general partner of OCM V; (iii) OCM Opportunities Fund VI
GP, L.P. ("VI GP"), in its capacity as the general partner of OCM VI; (iv) OCM Opportunities Fund VII Delaware GP Inc. ("VII
GP"), in its capacity as the general partner of OCM VII; (v) OCM Opportunities Fund VII, L.P. ("Fund VII"), in its capacity
as the sole shareholder of VII GP; (vi) OCM Opportunities Fund VII GP, L.P. ("Fund VII GP"), in its capacity as the general
partner of Fund VII; (vii) OCM Opportunities Fund VII GP Ltd. ("Fund VII GP Ltd."), in its capacity as the general partner
of Fund VII GP; (viii) Oaktree Value Opportunities Fund GP, L.P. ("VOF GP"), in its capacity as the general partner of VOF
and (ix) Oaktree Value Opportunities Fund GP Ltd. ("VOF GP Ltd."), in its capacity as the general partner of VOF GP.

F5: This Form 3 is also filed by: (i) Oaktree Fund GP I, L.P. ("GP I"), in its capacity as the managing member of GP, the
general partner of V GP and VI GP and the sole shareholder of Fund VII GP Ltd. and VOF GP Ltd.; (ii) Oaktree Capital I, L.P.
("Capital I"), in its capacity as the general partner of GP I; (iii) OCM Holdings I, LLC ("Holdings I"), in its capacity as
the general partner of Capital I; (iv) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of
Holdings I; (v) Oaktree Capital Group, LLC ("OCG"), in its capacity as the managing member of Holdings; [continued in
footnote 6]

F6: [continued from footnote 5] (vi) Oaktree Capital Group Holdings, L.P. ("OCGH"), in its capacity as the holder of a majority
of the voting units of OCG; and (vii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP," and together with OOI, FIE, OCM V,
OCM VI, OCM VII, VOF, GP, V GP, VI GP, VII GP, Fund VII, Fund VII GP, Fund VII GP Ltd., VOF GP, VOF GP Ltd., GP I, Capital
I, Holdings I, Holdings, OCG and OCGH, each a "Reporting Person" and collectively, the "Reporting Persons"), in its capacity
as the general partner of OCGH. Information with respect to each Reporting Person is given solely by such Reporting Person,
and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another
Reporting Person.

F7: Each Reporting Person, other than OOI, OCM V, OCM VI, OCM VII and VOF with respect to their direct holdings and FIE with
respect to its assigned holdings, disclaims beneficial ownership of all shares and warrants reported herein except to the
extent of their respective pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission
that any such Reporting Person is the beneficial owner of any shares covered by this Form 3.

F8: OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A.
Karsh, John B. Frank, David M. Kirchheimer, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and Kevin L. Clayton (the
"OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities
reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial
ownership of the securities reported herein, and the filing of this Form 3 shall not be construed as an admission that any
such person is the beneficial owner of any securities covered by this Form 3.

F9: The Reporting Persons may be deemed directors by virtue of (i) their right under the Plan to appoint one member of the
initial board of directors for each 10% of the Issuer's Class A Common Stock held or (ii) their being an assignee of all
economic, pecuniary and voting rights of such director's compensation. Bruce A. Karsh was elected to serve on the Issuer's
board of directors on November 30, 2009.

F10: Bruce A. Karsh holds these 2,536 shares of restricted stock for the benefit of FIE. Pursuant to the policies of the
Reporting Persons, Mr. Karsh must hold the shares on behalf of and for the benefit of FIE and is assigning all economic,
pecuniary and voting rights to FIE. The Reporting Persons, other than FIE, disclaim beneficial ownership of these
securities, and the filing of this Form 3 shall not be construed as an admission that such persons are beneficial owners of
such securities covered by this Form 3, except to the extent of any indirect pecuniary interest therein.