CHARTER COMMUNICATIONS, INC. /MO/ — Director's Dealing 2023

Aug 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2023-08-15

Reporting Person: Newhouse Michael A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-15	Common Stock	X	125000	$408.2063	Disposed	3011511	Indirect
2023-08-15	Common Stock	J	125000	$427.6694	Acquired	3136511	Indirect
2023-08-15	Common Stock	X	125000	$408.2063	Disposed	3011511	Indirect
2023-08-15	Common Stock	J	125000	$427.6694	Acquired	3136511	Indirect
2023-08-16	Common Stock	X	125000	$408.2063	Disposed	3011511	Indirect
2023-08-16	Common Stock	J	125000	$428.4931	Acquired	3136511	Indirect
2023-08-16	Common Stock	X	125000	$408.2063	Disposed	3011511	Indirect
2023-08-16	Common Stock	J	125000	$428.4931	Acquired	3136511	Indirect
2023-08-17	Common Stock	X	125000	$408.2063	Disposed	3011511	Indirect
2023-08-17	Common Stock	J	125000	$428.1685	Acquired	3136511	Indirect
2023-08-17	Common Stock	X	125000	$408.2063	Disposed	3011511	Indirect
2023-08-17	Common Stock	J	125000	$428.1685	Acquired	3136511	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-15	Call option (obligation to sell)	$408.2063	X	125000	Disposed	2023-08-15	Common Stock (125000)	Indirect
2023-08-15	Put option (right to sell)	$247.4860	J	125000	Disposed	2023-08-15	Common Stock (125000)	Indirect
2023-08-15	Call option (obligation to sell)	$408.2063	X	125000	Disposed	2023-08-15	Common Stock (125000)	Indirect
2023-08-15	Put option (right to sell)	$247.4860	J	125000	Disposed	2023-08-15	Common Stock (125000)	Indirect
2023-08-16	Call option (obligation to sell)	$408.2063	X	125000	Disposed	2023-08-16	Common Stock (125000)	Indirect
2023-08-16	Put option (right to sell)	$247.4860	J	125000	Disposed	2023-08-16	Common Stock (125000)	Indirect
2023-08-16	Call option (obligation to sell)	$408.2063	X	125000	Disposed	2023-08-16	Common Stock (125000)	Indirect
2023-08-16	Put option (right to sell)	$247.4860	J	125000	Disposed	2023-08-16	Common Stock (125000)	Indirect
2023-08-17	Call option (obligation to sell)	$408.2063	X	125000	Disposed	2023-08-17	Common Stock (125000)	Indirect
2023-08-17	Put option (right to sell)	$247.4860	J	125000	Disposed	2023-08-17	Common Stock (125000)	Indirect
2023-08-17	Call option (obligation to sell)	$408.2063	X	125000	Disposed	2023-08-17	Common Stock (125000)	Indirect
2023-08-17	Put option (right to sell)	$247.4860	J	125000	Disposed	2023-08-17	Common Stock (125000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	Direct
Common Stock	3835	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 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.

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 Common Stock, Units or options 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 Common Stock and Units owned by A/N and the put and call options listed in Table II and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares, Units or options for purposes of Section 16 or for any other purpose.