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

Mar 1, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)
CIK: 0001091667
Period of Report: 2023-02-28

Reporting Person: Liberty Broadband Corp (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-28	3.125% Exch. Senior Debentures due 2053 (obligation to sell)	$	S		Disposed		Class A Common Stock (2390977)	Direct
2023-02-28	1.25% Exch.Senior Debentures due 2050 (obligation to sell)	$	P		Acquired	2050-09-30	Class A Common Stock (914428)	Direct
2023-02-28	1.75% Exch. Senior Debentures due 2046 (obligation to sell)	$	P		Acquired	2046-09-30	Class A Common Stock (39231)	Indirect
2023-02-28	2.75% Exch.Senior Debentures due 2050 (obligation to sell)	$	P		Acquired	2050-09-30	Class A Common Stock (670507)	Direct

Footnotes

F1: On February 28, 2023, the reporting person sold, pursuant to a purchase agreement, $1,265,000,000 aggregate principal amount of its 3.125% exchangeable senior debentures due 2053 (the "Debentures") in a private sale pursuant to Rule 144A. Each $1,000 principal amount of Debentures is initially exchangeable for 1.8901 shares of the issuer's Class A common stock, par value $0.001 per share (the "Common Stock"). Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, the reporting person may elect physical or cash settlement, or a combination thereof.

F2: Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures may put them to the reporting person on April 6, 2026, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after April 6, 2026 at any time, or (ii) in whole or in part, prior to April 6, 2026, after the occurrence of certain conditions or events.

F3: Expiration Date is 03/31/2053.

F4: Each $1,000 principal amount of 1.25% senior debentures due 2050 issued by the reporting person (the "1.25% Debentures") is exchangeable for 1.1111 shares of Common Stock, settled only in cash based on the value of the shares of Common Stock.

F5: Each 1.25% Debenture is exchangeable at the option of the holder during specified periods. Holders of the 1.25% Debentures may put them to the reporting person on October 5, 2023, or prior thereto following the occurrence of a "fundamental change," and the 1.25% Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after October 5, 2023 at any time, or (ii) in whole, but not in part, prior to October 5, 2023, after the occurrence of certain conditions or events.

F6: On February 28, 2023, the reporting person repurchased, pursuant to a cash tender offer, $822,994,000 aggregate principal amount of the 1.25% Debentures. Holders of the 1.25% Debentures received payment of $1,000 for each $1,000 principal amount of the 1.25% Debentures accepted for purchase, plus accrued and unpaid interest.

F7: Each $1,000 principal amount of 1.75% exchangeable senior debentures issued by Grizzly Merger Sub 1, LLC, a wholly owned subsidiary of the reporting person ("Grizzly Merger Sub") (the "1.75% Debentures"), is exchangeable for 2.6989 shares of Common Stock, settled only in cash based on the value of the shares of Common Stock.

F8: Each 1.75% Debenture is exchangeable at the option of the holder during specified periods. Holders of the 1.75% Debentures may put them to Grizzly Merger Sub on October 5, 2023 and the 1.75% Debentures may be redeemed by Grizzly Merger Sub, (i) in whole or in part, on or after October 5, 2023 or (ii) in whole, but not in part, prior to October 5, 2023, after the occurrence of certain conditions or events.

F9: On February 28, 2023, the reporting person repurchased, pursuant to a cash tender offer, $14,536,000 aggregate principal amount of the 1.75% Debentures. Holders of the 1.75% Debentures received payment of $1,137.50 for each $1,000 principal amount of the 1.75% Debentures accepted for purchase, plus accrued and unpaid interest.

F10: Each $1,000 principal amount of 2.75% exchangeable senior debentures due 2050 issued by the reporting person (the "2.75% Debentures" ) is exchangeable for 1.1661 shares of the Common Stock, settled only in cash based on the value of the shares of Common Stock.

F11: Each 2.75% Debenture is exchangeable at the option of the holder during specified periods. Holders of the 2.75% Debentures may put them to the reporting person on October 5, 2023, or prior thereto following the occurrence of a "fundamental change," and the 2.75% Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after October 5, 2023 at any time, or (ii) in whole, but not in part, prior to October 5, 2023, after the occurrence of certain conditions or events.

F12: On February 28, 2023, the reporting person repurchased, pursuant to a cash tender offer, $575,000,000 aggregate principal amount of the 2.75% Debentures. Holders of the 2.75% Debentures received payment of $1,000 for each $1,000 principal amount of the 2.75% Debentures accepted for purchase, plus accrued and unpaid interest.