CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2017

Dec 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2017-03-13

Reporting Person: Newhouse Michael A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-21	Charter Communications Class A Common Stock	C	1263497	$316.5817	Acquired	3116329	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-13	Class B Common Units of Charter Communications Holdings, LLC	$	D	83416	Disposed		Charter Communications Class A Common Stock (83416)	Indirect
2017-04-14	Class B Common Units of Charter Communications Holdings, LLC	$	D	319362	Disposed		Charter Communications Class A Common Stock (319362)	Indirect
2017-05-16	Class B Common Units of Charter Communications Holdings, LLC	$	D	285069	Disposed		Charter Communications Class A Common Stock (285069)	Indirect
2017-06-09	Class B Common Units of Charter Communications Holdings, LLC	$	D	627598	Disposed		Charter Communications Class A Common Stock (627598)	Indirect
2017-07-12	Class B Common Units of Charter Communications Holdings, LLC	$	D	619085	Disposed		Charter Communications Class A Common Stock (619085)	Indirect
2017-08-04	Class B Common Units of Charter Communications Holdings, LLC	$	D	355892	Disposed		Charter Communications Class A Common Stock (355892)	Indirect
2017-09-07	Class B Common Units of Charter Communications Holdings, LLC	$	D	410427	Disposed		Charter Communications Class A Common Stock (410427)	Indirect
2017-10-06	Class B Common Units of Charter Communications Holdings, LLC	$	D	641133	Disposed		Charter Communications Class A Common Stock (641133)	Indirect
2017-11-07	Class B Common Units of Charter Communications Holdings, LLC	$	D	1089291	Disposed		Charter Communications Class A Common Stock (1089291)	Indirect
2017-12-07	Class B Common Units of Charter Communications Holdings, LLC	$	D	367094	Disposed		Charter Communications Class A Common Stock (367094)	Indirect
2017-12-21	Class B Common Units of Charter Communications Holdings, LLC	$	C	1263497	Disposed		Charter Communications Class A Common Stock (1263497)	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 1,088 shares of restricted Class A Common Stock of the Issuer that were received by the Reporting Person in connection with his service 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 the Issuer and Class B Common Units of Charter Holdings 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 the Issuer 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: Sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F7: Represents the Average Public Per Share Repurchase Price (as such term is defined in Annex A to that certain letter agreement, dated as of December 23, 2016, between the Issuer, Charter Holdings and A/N).

F8: 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.