CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2016

Dec 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2016-12-28

Reporting Person: Newhouse Michael A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-28	Charter Communications Class A Common Stock	C	1852832	$289.8266	Acquired	1852832	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-28	Class B Common Units of Charter Communications Holdings, LLC	$	C	1852832	Disposed		Charter Communications Class A Common Stock (1852832)	Indirect
2016-12-28	Class B Common Units of Charter Communications Holdings, LLC	$	D	752767	Disposed		Charter Communications Class A Common Stock (752767)	Indirect

Footnotes

F1: Represents the volume-weighted average price of the Class A Common Stock for the two consecutive trading days prior to the date of delivery of an exchange notice by Advance/Newhouse Partnership, a New York partnership ("A/N"). Such shares of Class A Common Stock were acquired in exchange for an equivalent number of Class B Common Units of Charter Communications Holdings, LLC ("Charter Holdings") without the payment of additional consideration.

F2: Does not include 564 shares of restricted Class A Common Stock of Charter that were received by the Reporting Person on May 19, 2016 in connection with his services as a director of the Issuer and are directly beneficially owned by the Reporting Person.

F3: The Reporting Person, by virtue of his affiliations with Advance Long-Term Management Trust, a New Jersey trust ("ALTMT"), Advance Publications, Inc., a New York corporation ("API"), and Newhouse Broadcasting Corporation ("NBCo"), and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the shares of Class A Common Stock of Charter and Class B Common Units of Charter Communications Holdings, LLC owned directly by A/N. ALTMT is the general partner of Newhouse Family Holdings, L.P., a Delaware limited partnership, which owns all of the voting shares of API. API and NBCo indirectly own all of the partnership interests of A/N.

F4: The Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock of Charter and Class B Common Units of Charter Holdings owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.

F5: The Class B Common Units of Charter Holdings are exchangeable by A/N at any time into either, at the Issuer's option, (i) shares of Class A Common Stock of the Issuer on a one-for-one basis or (ii) cash based on the volume-weighted average price of the Class A Common Stock for the two consecutive trading days prior to the date of delivery of A/N's exchange notice, and have no expiration date.

F6: Such Class B Common Units of Charter Holdings were surrendered by A/N in exchange for an equivalent number of shares of Class A Common Stock of the Issuer without the payment of additional consideration.

F7: Sold to the Issuer by A/N in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.