CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2015

Dec 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2015-12-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-22	Class A Common Stock	M	166350	$53.595	Acquired	561994	Direct
2015-12-22	Class A Common Stock	F	106225	$180.99	Disposed	455769	Direct
2015-12-22	Class A Common Stock	G	83696	—	Disposed	372073	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-22	Performance Vesting Stock Options	$53.595	M	166350	Disposed	2016-02-19	Class A Common Stock (166350)	Direct

Footnotes

F1: Securities acquired upon exercise of all of the vested performance-vesting stock options with a $125 or $150 per-share stock price target granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan. These options had an expiration date in February 2016.

F2: Withholding of securities for the purpose of paying the exercise price and taxes due upon exercise of the stock options.

F3: Per-share value assigned to the shares withheld based on the fair market value of the shares at the time the stock options were exercised on December 22, 2015.

F4: Gift to a non-profit charitable foundation pursuant to a 10b5-1 plan.

F5: The options, representing the right to purchase 110,900 shares of Class A Common Stock subject to the attainment of a $125 per-share stock price for a sixty-day period (with a 4-year term); and 110,900 shares of Class A Common Stock subject to the attainment of a $150 per-share stock price for a sixty-day period (with a 4-year term), vest as follows: (i) 25% were first eligible to vest on December 19, 2012; (ii) 25% were first eligible to vest on December 19, 2013; (iii) 25% were first eligible to vest on December 19, 2014; and (iv) 25% were first eligible to vest on December 19, 2015.