CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2011

Apr 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2011-04-26

Reporting Person: Dykhouse Richard R (SVP/Gen Counsel/Corp Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-26	Time-Vesting Stock Options	$55.12	A	25000	Acquired	2021-04-26	Class A Common Stock (25000)	Direct
2011-04-26	Restricted Stock Units	$0	A	11500	Acquired	2021-04-26	Class A Common Stock (11500)	Direct

Footnotes

F1: Grant of Stock Options on 4/26/2011 under the Charter Communications, Inc. 2009 Stock Incentive Plan. One-third will become exercisable in four equal installments on each of the first four anniversaries of April 26, 2011; one-third will become exercisable in four equal installments on each of the first four anniversaries of the vesting commencement date of December 31, 2011; and one-third will become exercisable in four equal installments on each of the first four anniversaries of the vesting commencement date of December 31, 2012.

F2: One third of restricted stock units vest in four equal annual installments on each of the first four anniversaries of April 26, 2011; one-third will vest in four equal installments on each of the first four anniversaries of the vesting commencement date of December 31, 2011; and one-third will vest in four equal installments on each of the first four anniversaries of the vesting commencement date of December 31, 2012. Upon vesting, the recipient shall receive one share of Class A common stock for each restricted stock unit.