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CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2023
Aug 31, 2023
30080_dirs_2023-08-30_f39e42c0-3b3a-4db3-bb34-22307c5a2545.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2023-08-28
Reporting Person: ADVANCE/NEWHOUSE PARTNERSHIP (Director, 10% Owner)
Reporting Person: ADVANCE LONG-TERM MANAGEMENT TRUST (Director, 10% Owner)
Reporting Person: NEWHOUSE BROADCASTING CORP (Director, 10% Owner)
Reporting Person: ADVANCE PUBLICATIONS, INC (Director, 10% Owner)
Reporting Person: NEWHOUSE FAMILY HOLDINGS, L.P. (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2023-08-28 | Common Stock | X | 125000 | $408.2063 | Disposed | 3011511 | Direct |
| 2023-08-28 | Common Stock | J | 125000 | $427.7588 | Acquired | 3136511 | Direct |
| 2023-08-28 | Common Stock | X | 125000 | $408.2063 | Disposed | 3011511 | Direct |
| 2023-08-28 | Common Stock | J | 125000 | $427.7588 | Acquired | 3136511 | Direct |
| 2023-08-29 | Common Stock | X | 125000 | $408.2063 | Disposed | 3011511 | Direct |
| 2023-08-29 | Common Stock | J | 125000 | $447.0636 | Acquired | 3136511 | Direct |
| 2023-08-29 | Common Stock | X | 125000 | $408.2063 | Disposed | 3011511 | Direct |
| 2023-08-29 | Common Stock | J | 125000 | $447.0636 | Acquired | 3136511 | Direct |
| 2023-08-30 | Common Stock | X | 125000 | $408.2063 | Disposed | 3011511 | Direct |
| 2023-08-30 | Common Stock | J | 125000 | $442.2459 | Acquired | 3136511 | Direct |
| 2023-08-30 | Common Stock | X | 125000 | $408.2063 | Disposed | 3011511 | Direct |
| 2023-08-30 | Common Stock | J | 125000 | $442.2459 | Acquired | 3136511 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2023-08-28 | Call option (obligation to sell) | $408.2063 | X | 125000 | Disposed | 2023-08-28 | Common Stock (125000) | Direct |
| 2023-08-28 | Put option (right to sell) | $247.4860 | J | 125000 | Disposed | 2023-08-28 | Common Stock (125000) | Direct |
| 2023-08-28 | Call option (obligation to sell) | $408.2063 | X | 125000 | Disposed | 2023-08-28 | Common Stock (125000) | Direct |
| 2023-08-28 | Put option (right to sell) | $247.4860 | J | 125000 | Disposed | 2023-08-28 | Common Stock (125000) | Direct |
| 2023-08-29 | Call option (obligation to sell) | $408.2063 | X | 125000 | Disposed | 2023-08-29 | Common Stock (125000) | Direct |
| 2023-08-29 | Put option (right to sell) | $247.4860 | J | 125000 | Disposed | 2023-08-29 | Common Stock (125000) | Direct |
| 2023-08-29 | Call option (obligation to sell) | $408.2063 | X | 125000 | Disposed | 2023-08-29 | Common Stock (125000) | Direct |
| 2023-08-29 | Put option (right to sell) | $247.4860 | J | 125000 | Disposed | 2023-08-29 | Common Stock (125000) | Direct |
| 2023-08-30 | Call option (obligation to sell) | $408.2063 | X | 125000 | Disposed | 2023-08-30 | Common Stock (125000) | Direct |
| 2023-08-30 | Put option (right to sell) | $247.4860 | J | 125000 | Disposed | 2023-08-30 | Common Stock (125000) | Direct |
| 2023-08-30 | Call option (obligation to sell) | $408.2063 | X | 125000 | Disposed | 2023-08-30 | Common Stock (125000) | Direct |
| 2023-08-30 | Put option (right to sell) | $247.4860 | J | 125000 | Disposed | 2023-08-30 | Common Stock (125000) | Direct |
Footnotes
F1: As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 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 with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"), half of which were unwound prior to or expired in August 2021 and half of which expire in 2023 (the Share Collar Transactions expiring in 2023, the "Transactions"). The Transactions expire evenly over a series of expiration dates from August 15 to August 30, 2023, inclusive.
F2: Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $408.2063 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised.
F3: The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and any reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder.