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: Heneghan James M (President, Charter Media)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-26	Time-Vesting Stock Options	$55.12	A	39000	Acquired	2021-04-26	Class A Common Stock (39000)	Direct
2011-04-26	Performance-Vesting Stock Options	$55.12	A	30333	Acquired	2021-04-26	Class A Common Stock (30333)	Direct
2011-04-26	Performance-Vesting Stock Options	$55.12	A	30333	Acquired	2021-04-26	Class A Common Stock (30333)	Direct
2011-04-26	Performance-Vesting Stock Options	$55.12	A	30334	Acquired	2021-04-26	Class A Common Stock (30334)	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 will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $60 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days) commencing on or after January 26, 2012; one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $80 per share commencing on or after January 26, 2012; and one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $100 per share commencing on or after January 26, 2012.

F3: One-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $60 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days) commencing on or after September 30, 2012; one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $80 per share commencing on or after September 30, 2012; and one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $100 per share commencing on or after September 30, 2012.

F4: One-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $60 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days) commencing on or after September 30, 2013; one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $80 per share commencing on or after September 30, 2013; and one-third will vest upon the first occurrence of Issuer's Class A common stock achieving a stock price threshold of $100 per share commencing on or after September 30, 2013.