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

May 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2012-04-30

Reporting Person: Bickham John (EVP/Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-30	Class A Common Stock	A	100000	$60.46	Acquired	100000	Direct
2012-04-30	Class A Common Stock	A	132000	$60.46	Acquired	232000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-30	Time-Vesting Stock Options	$60.46	A	70000	Acquired	2022-04-30	Class A Common Stock (70000)	Direct
2012-04-30	Performance Vesting Stock Options	$60.46	A	90000	Acquired	2022-04-30	Class A Common Stock (90000)	Direct
2012-04-30	Performance Vesting Stock Options	$60.46	A	50000	Acquired		Class A Common Stock (50000)	Direct

Footnotes

F1: Restricted Stock granted on April 30, 2012 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan. Vesting in 25% installments on each of the first four anniversaries of April 30, 2012.

F2: Restricted Stock granted on April 30, 2012 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 66,000 shares subject to the attainment of a $80 per-share hurdle; and 66,000 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 April 30, 2013; (ii) 25% first eligible to vest on April 30, 2014; (iii) 25% first eligible to vest on April 30, 2015; and (iv) 25% first eligible to vest on April 30, 2016.

F3: Stock options granted on April 30, 2012 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan. Vesting in 25% installments on each of the first four anniversaries of April 30, 2012.

F4: Stock options granted on April 30, 2012 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 45,000 stock options subject to the attainment of a $80 per-share hurdle (with a 10-year term); 45,000 stock options subject to the attainment of a $100 per-share hurdle (with a 10-year term); Vesting schedule as follows: (i) 25% first eligible to vest on April 30, 2013; (ii) 25% first eligible to vest on April 30, 2014; (iii) 25% first eligible to vest on April 30, 2015; and (iv) 25% first eligible to vest on April 30, 2016.

F5: Stock options granted on April 30, 2012 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 25,000 stock options subject to the attainment of a $125 per-share hurdle (with a 4-year term); and 25,000 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 April 30, 2013; (ii) 25% first eligible to vest on April 30, 2014; (iii) 25% first eligible to vest on April 30, 2015; and (iv) 25% first eligible to vest on April 30, 2016.