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

May 25, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2016-05-18

Reporting Person: Newhouse Michael A (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Charter Communications Holdings, LLC Class B Common Units	$		Charter Communications Class A Common Stock (30995834)		Indirect
Charter Communications Holdings Convertible Preferred Units	$267.85		Charter Communications Class A Common Stock (9333500)		Indirect

Footnotes

F1: Advance Newhouse Partnership, a New York Partnership ("A/N") acquired the Class B Common Units (the "Class B Common Units") and the Convertible Preferred Units the ("Convertible Preferred Units") of Charter Holdings Communications, Inc. ("Charter Holdings") on May 18, 2016. The Reporting Person is both a trustee and a beneficiary of the Advance Long-Term Management Trust, a New Jersey Trust ("ALTMT"), Co-President and a director of Advance Publications, Inc., a New York corporation ("API"), and Executive Vice President and a director of Newhouse Broadcasting Corporation, a New York corporation ("NBCo"). 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.

F2: The Reporting Person, by virtue of his affiliations with ALTMT, API and NBCo and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the Class B Common Units, Convertible Preferred Units and one share of Class B Common Stock owned directly by A/N. A/N is entitled to voting rights with respect to the Class B Common Units and the Convertible Preferred Units through ownership of one share of Class B Common Stock, par value $0.001, of the Issuer. The Reporting Person disclaims beneficial ownership of the Class B Common Units and the Convertible Preferred Units 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.

F3: The 30,995,834 Class B Common Units owned by A/N are convertible, at the Issuer's option, into either (i) shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis or (ii) cash based on a recent market price of the Class A Common Stock.

F4: Each of the 25,000,000 Convertible Preferred Units with face amount of $100 are convertible by A/N and certain related parties into 0.37334 of a Class B Common Unit and by any other person into 0.37334 of a share of Class A Common Stock, representing a conversion price of $267.85, subject to customary anti-dilution adjustments.