CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2021

Apr 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2021-04-15

Reporting Person: Newhouse Michael A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Class B Common Units of Charter Communications Holdings, LLC	$	D	120513	Disposed		Charter Communications Class A Common Stock (120513)	Indirect

Footnotes

F1: The Class B Common Units of Charter Communications Holdings, LLC ("Charter Holdings") are exchangeable by Advance/Newhouse Partnership, a New York partnership ("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) an amount of 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 (as such term is defined under and pursuant to that certain exchange agreement, dated as of May 18, 2016, between, among others, the Issuer, Charter Holdings and A/N) per Class B Common Unit exchanged and have no expiration date.

F2: Sold to the Issuer in an exempt transaction pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended and in accordance with that certain letter agreement, dated as of December 23, 2016, between the Issuer, Charter Holdings and A/N ("Repurchase Agreement"). The monthly Charter Repurchase Notice (as such term is defined in the Repurchase Agreement) with respect to the Reporting Person's sale of its Class B Common Units for the month of April was given by the Issuer in two separate notices, dated April 1, 2021 and April 9, 2021, respectively. The sale of Class B Common Units by the Reporting Person pursuant to the April 1, 2021 Charter Repurchase Notice was disclosed on the Form 4 filing, dated April 7, 2021 and the sale of Class B Common Units by the Reporting Person pursuant to the April 9 2021 Charter Repurchase Notice is disclosed herein.

F3: Represents the per share price such that the average per share price with respect to all of the Class B Common Units sold by the Reporting Person pursuant to the April 1, 2021 Charter Repurchase Notice and the April 9, 2021 Charter Repurchase Notice equals the Average Public Per Share Repurchase Price (as such term is defined in Annex A to the Repurchase Agreement).

F4: 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.

F5: 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.