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

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2012-10-01

Reporting Person: Adams Thomas E. (EVP/Field Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-01	Restricted Stock Units	$0	A	20000	Acquired		Class A Common Stock (20000)	Direct
2012-10-01	Time Vesting Stock Options	$75.32	A	33334	Acquired	2022-10-01	Class A Common Stock (33334)	Direct
2012-10-01	Performance Vesting Stock Options	$75.32	A	16667	Acquired	2022-10-01	Class A Common Stock (16667)	Direct
2012-10-01	Performance Vesting Stock Options	$75.32	A	16667	Acquired	2022-10-01	Class A Common Stock (16667)	Direct
2012-10-01	Performance Vesting Stock Options	$75.32	A	16666	Acquired	2022-10-01	Class A Common Stock (16666)	Direct
2012-10-01	Performance Vesting Stock Options	$75.32	A	16666	Acquired	2022-10-01	Class A Common Stock (16666)	Direct

Footnotes

F1: Restricted Stock Units granted 10/01/2012 scheduled to vest in equal 25% increments on October 1, 2013, 2014, 2015 and 2016.

F2: Not applicable.

F3: Grant of Stock Options on 10/01/2012 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan, 25% of the aggregate grant vest at October 1, 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 threshhold of $80 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 1, 2013); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after October 1, 2013.

F5: One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 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 1, 2014); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after October 1, 2014.

F6: One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 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 1, 2015); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after October 1, 2015.

F7: One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 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 1, 2016); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after October 1, 2016.