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

Oct 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2012-10-15

Reporting Person: Blackley James (EVP, Information/Engineering)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-15	Restricted Stock Units	$0	A	20000	Acquired		Class A Common Stock (20000)	Direct
2012-10-15	Time Vesting Stock Options	$76.705	A	33334	Acquired	2022-10-15	Class A Common Stock (33334)	Direct
2012-10-15	Performance Vesting Stock Options	$76.705	A	16667	Acquired	2022-10-15	Class A Common Stock (16667)	Direct
2012-10-15	Performance Vesting Stock Options	$76.705	A	16667	Acquired	2022-10-15	Class A Common Stock (16667)	Direct
2012-10-15	Performance Vesting Stock Options	$76.705	A	16666	Acquired	2022-10-15	Class A Common Stock (16666)	Direct
2012-10-15	Performance Vesting Stock Options	$76.705	A	16666	Acquired	2022-10-15	Class A Common Stock (16666)	Direct

Footnotes

F1: Restricted Stock Units granted 10/15/2012 scheduled to vest in equal 25% increments on October 15, 2013, 2014, 2015 and 2016.

F2: Not applicable.

F3: Grant of Stock Options on 10/15/2012 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan, 25% of the aggregate grant vest at October 15, 2013, 2014, 2015 and 2016.

F4: One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $85 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to October 15, 2013); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $105 on or after October 15, 2013.

F5: One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $85 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to October 15, 2014); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $105 on or after October 15, 2014.

F6: One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $85 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to October 15, 2015); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $105 on or after October 15, 2015.

F7: One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $85 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to October 15, 2016); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $105 on or after October 15, 2016.