CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2020

Feb 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2020-02-04

Reporting Person: Newhouse Michael A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-04	Call option (obligation to sell)	$643.0830	S	2100000	Disposed		Common Stock (2100000)	Indirect
2020-02-04	Call option (obligation to sell)	$643.0830	S	1000000	Disposed		Common Stock (1000000)	Indirect
2020-02-04	Call option (obligation to sell)	$643.0830	S	600000	Disposed		Common Stock (600000)	Indirect
2020-02-04	Call option (obligation to sell)	$643.0830	S	300000	Disposed		Common Stock (300000)	Indirect
2020-02-04	Put option (right to sell)	$445.4935	P	2100000	Acquired		Common Stock (2100000)	Indirect
2020-02-04	Put option (right to sell)	$445.4935	P	1000000	Acquired		Common Stock (1000000)	Indirect
2020-02-04	Put option (right to sell)	$445.4935	P	600000	Acquired		Common Stock (600000)	Indirect
2020-02-04	Put option (right to sell)	$445.4935	P	300000	Acquired		Common Stock (300000)	Indirect

Footnotes

F1: On February 4, 2020, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 4,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks, pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 4,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions will be settled in cash unless A/N elects physical settlement, in which case it expects to exchange Units for Class A Common Stock sufficient to satisfy its obligations under the Transactions.

F2: The Transaction expires evenly over a series of expiration dates from August 12, 2024 to September 5, 2024, inclusive.

F3: On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the Common Stock on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price.

F4: The Transaction is a "zero-cost collar", in which no premium was exchanged for either the call option or the put option.

F5: 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 Common Stock 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.

F6: The Reporting Person disclaims beneficial ownership of the shares of Common Stock 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.