CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2012

Feb 22, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2012-02-13

Reporting Person: Rutledge Thomas (Director, President and CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	306700	Direct
Class A Common Stock	305000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Vesting Stock Options	$53.595	2021-12-19	Class A Common Stock (446800)		Direct
Time-Vesting Stock Options	$53.595	2021-12-19	Class A Common Stock (200000)		Direct

Footnotes

F1: Restricted Stock granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 102,233 shares subject to the attainment of a $60 per-share hurdle; 102,233 shares subject to the attainment of a $80 per-share hurdle; and 102,234 shares subject to the attainment of a $100 per-share hurdle (each with a ten-year term). Vesting schedule as follows: (i) 25% first eligible to vest on December 19, 2012; (ii) 25% first eligible to vest on December 19, 2013; (iii) 25% first eligible to vest on December 19, 2014; and (iv) 25% first eligible to vest on December 19, 2015.

F2: Restricted Stock granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan. Vesting in 25% installments on each of the first four anniversaries of February 13, 2012.

F3: Stock options granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 75,000 stock options subject to the attainment of a $60 per-share hurdle (with a 10-year term); 75,000 stock options subject to the attainment of a $80 per-share hurdle (with a 10-year term); 75,000 stock options subject to the attainment of a $100 per-share hurdle (with a 10-year term); 110,900 stock options subject to the attainment of a $125 per-share hurdle (with a 4-year term); and 110,900 stock options subject to the attainment of a $150 per-share hurdle (with a four year term). Vesting schedule as follows: (i) 25% first eligible to vest on December 19, 2012; (ii) 25% first eligible to vest on December 19, 2013; (iii) 25% first eligible to vest on December 19, 2014; and (iv) 25% first eligible to vest on December 19, 2015.

F4: Stock options granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan. Vesting in 25% installments on each of the first four anniversaries of February 13, 2012.