CHARTER COMMUNICATIONS, INC. /MO/ — Major Shareholding Notification 2014

Feb 12, 2014

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

*SCHEDULE 13G*

*(Amendment No. 3)**

*Under the Securities Exchange Act of 1934*

*CHARTER COMMUNICATIONS, INC.*

(Name of Issuer)

*Common Stock, par value $0.001*

(Title of Class of Securities)

*16117M305*

(CUSIP Number)

*December 31, 2013*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP Charter Holdings (Sub II), LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Red Bird, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Blue Bird, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Green Bird, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP Charter Holdings (Sub II MM), LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 13	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP Charter Holdings, L.P.
14	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
15	SEC Use Only
16	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	17	Sole Voting Power
	18	Shared Voting Power 0 shares of Class A common stock
	19	Sole Dispositive Power
	20	Shared Dispositive Power 0 shares of Class A common stock
21	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
22	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
23	Percent of Class Represented by Amount in Row (9) 0.0%
24	Type of Reporting Person (See Instructions) PN

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Advisors VI, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management VI, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Advisors VII, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-ba.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management VII, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings I, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings I GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

13

SEQ.=1,FOLIO='13',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Red Bird GP, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) CO

14

SEQ.=1,FOLIO='14',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Blue Bird GP, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) CO

15

SEQ.=1,FOLIO='15',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Green Bird GP, Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) CO

16

SEQ.=1,FOLIO='16',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

17

SEQ.=1,FOLIO='17',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Management GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

18

SEQ.=1,FOLIO='18',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

19

SEQ.=1,FOLIO='19',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Management GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

20

SEQ.=1,FOLIO='20',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-bc.htm',USER='105933',CD='Feb 11 06:06 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

21

SEQ.=1,FOLIO='21',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-be.htm',USER='105933',CD='Feb 11 06:08 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Capital Management GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

22

SEQ.=1,FOLIO='22',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-be.htm',USER='105933',CD='Feb 11 06:08 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SOMA Advisors, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

23

SEQ.=1,FOLIO='23',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-be.htm',USER='105933',CD='Feb 11 06:08 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SOMA Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

24

SEQ.=1,FOLIO='24',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-be.htm',USER='105933',CD='Feb 11 06:08 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Advisors, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

25

SEQ.=1,FOLIO='25',FILE='C:\JMS\105933\14-5447-4\task6527925\5447-4-be.htm',USER='105933',CD='Feb 11 06:08 2014'

CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo SVF Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

26

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CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Advisors, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

27

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CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Value Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

28

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CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings II, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

29

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CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Principal Holdings II GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

30

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CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) PN

31

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CUSIP No. 16117M305 — 1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3	SEC Use Only
4	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:	5	Sole Voting Power
	6	Shared Voting Power 0 shares of Class A common stock
	7	Sole Dispositive Power
	8	Shared Dispositive Power 0 shares of Class A common stock
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Class A common stock
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11	Percent of Class Represented by Amount in Row (9) 0.0%
12	Type of Reporting Person (See Instructions) OO

32

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Item 1.	(a)	Name of Issuer Charter Communications, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 12405 Powerscourt Drive St. Louis, Missouri 63131
Item 2.	(a)	Name of Person Filing This statement is filed by (i) AP Charter Holdings (Sub II), LLC (“AP Charter Sub II”), (ii) Red Bird, L.P. (“Red Bird”), (iii) Blue Bird, L.P. (“Blue Bird”), (iv) Green Bird, L.P. (“Green Bird”), (v) AP Charter Holdings (Sub II MM), LLC (“AP Charter Sub MM”), (vi) AP Charter Holdings, L.P. (“AP Charter”), (vii) Apollo Advisors VI, L.P. (“Advisors VI”), (viii) Apollo Capital Management VI, LLC (“ACM VI”), (ix) Apollo Advisors VII, L.P. (“Advisors VII”), (x) Apollo Capital Management VII, LLC (“ACM VII”), (xi) Apollo Principal Holdings I, L.P. (“Principal I”), (xii) Apollo Principal Holdings I GP, LLC (“Principal I GP”), (xiii) Red Bird GP, Ltd. (“Red Bird GP”), (xiv) Blue Bird GP, Ltd. (“Blue Bird GP”), (xv) Green Bird GP, Ltd. (“Green Bird GP”), (xvi) Apollo SVF Management, L.P. (“SVF Management”), (xvii) Apollo SVF Management GP, LLC (“SVF Management GP”), (xviii) Apollo Value Management, L.P. (“Value Management”), (xix) Apollo Value Management GP, LLC (“Value Management GP”), (xx) Apollo Capital Management, L.P. (“Capital Management”), (xxi) Apollo Capital Management GP, LLC (“Capital Management GP”), (xxii) Apollo SOMA Advisors, L.P. (“SOMA Advisors”), (xxiii) Apollo SOMA Capital Management, LLC (“SOMA Capital Management”), (xxiv) Apollo SVF Advisors, L.P. (“SVF Advisors”), (xxv) Apollo SVF Capital Management, LLC (“SVF Capital Management”), (xxvi) Apollo Value Advisors, L.P. (“Value Advisors”), (xxvii) Apollo Value Capital Management, LLC (“Value Capital Management”), (xxviii) Apollo Principal Holdings II, L.P. (“Principal II”), (xxix) Apollo Principal Holdings II GP, LLC (“Principal II GP”), (xxx) Apollo Management Holdings, L.P. (“Management Holdings”), and (xxxi) Apollo Management Holdings GP, LLC (“Management Holdings GP”), all of which are collectively referred to herein as the “Reporting Persons.” AP Charter Sub MM is the sole member and manager of AP Charter Sub II, and AP Charter serves as the sole member and manager of AP Charter Sub MM. Advisors VI and Advisors VII serve as the general partners of AP Charter. ACM VI serves as the general partner of Advisors VI and ACM VII serves as the general partner of Advisors VII. Principal Holdings I serves as the sole member and manager of each of ACM VI and ACM VII. Principal I GP serves as the general partner of Principal I. Red Bird GP serves as the general partner of Red Bird, Blue Bird GP serves as the general partner of Blue Bird, and Green Bird GP serves as the general partner of Green Bird. SVF Management serves as the director of each of Red Bird GP and Blue Bird GP, and Value Management serves as the director of Green Bird GP. SVF Management GP serves as the general partner of SVF Management and Value Management GP serves as the general partner of Value Management. Capital Management serves as the sole member and manager of each of SVF Management GP and Value Management GP. Capital Management GP serves as the general partner of Capital Management. SOMA Advisors serves as the sole shareholder of Red Bird GP,

33

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	(b)	SVF Advisors serves as the sole shareholder of Blue Bird GP, and Value Advisors serves as the sole shareholder of Green Bird GP. SOMA Capital Management serves as the general partner of SOMA Advisors, SVF Capital Management serves as the general partner of SVF Advisors, and Value Capital Management serves as the general partner of Value Advisors. Principal II serves as the sole member and manager of each of SOMA Capital Management, SVF Capital Management and Value Capital Management. Principal II GP serves as the general partner of Principal II. Management Holdings serves as the sole member and manager of each of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings. — Address of Principal Business Office or, if none, Residence The principal address of AP Charter Sub II, AP Charter Sub MM, AP Charter, Advisors VI, ACM VI, Advisors VII, ACM VII, Principal I, Principal I GP, SOMA Advisors, SOMA Capital Management, SVF Advisors, SVF Capital Management, Value Advisors, Value Capital Management, Principal II and Principal II GP is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal address of Red Bird, Red Bird GP, Blue Bird, Blue Bird GP, Green Bird and Green Bird GP is Intertrust Corporate Services (Cayman) Limited, 190 Elgin, George Town, Grand Cayman KY1-9005, Cayman Islands. The principal address of SVF Management, SVF Management GP, Value Management, Value Management GP, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP is 9 W. 57 th Street, 43 rd Floor, New York, New York 10019.
	(c)	Citizenship AP Charter, Advisors VI, Advisors VII, Principal I, SVF Management, Value Management, Capital Management, SOMA Advisors, SVF Advisors, Value Advisors, Principal II and Management Holdings are each Delaware limited partnerships. AP Charter Sub II, AP Charter Sub MM, ACM VI, ACM VII, Principal I GP, SVF Management GP, Value Management GP, Capital Management GP, SOMA Capital Management, SVF Capital Management, Value Capital Management, Principal II GP and Management Holdings GP are each Delaware limited liability companies. Red Bird, Blue Bird and Green Bird are each exempted limited partnerships registered in the Cayman Islands. Red Bird GP, Blue Bird GP and Green Bird GP are each exempted companies incorporated in the Cayman Islands with limited liability.
	(d)	Title of Class of Securities Class A common stock, par value $0.001.
	(e)	CUSIP Number 16117M305
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

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Item 4.	Ownership. — (a)	Amount beneficially owned: 0 for all Reporting Persons.
	(b)	Percent of class: 0.0% for all Reporting Persons. The percentage amounts are based on 104,132,858 shares of Class A Common Stock outstanding as of September 30, 2013, as reported in the Issuer’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2013.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: 0 for all Reporting Persons.
		(ii)	Shared power to vote or to direct the vote: 0 for all Reporting Persons.
		(iii)	Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons.
		(iv)	Shared power to dispose or to direct the disposition of: 0 for all Reporting Persons.
Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	Not applicable.

[The remainder of this page intentionally left blank.]

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*SIGNATURE*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2014

AP CHARTER HOLDINGS (SUB II), LLC — By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President
AP CHARTER HOLDINGS (SUB II MM), LLC
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President
RED BIRD, L.P.
By:	Red Bird GP, Ltd.
	its general partner
	By:	Apollo SVF Management, L.P.
		its director
		By:	Apollo SVF Management GP, LLC
			its general partner
			By:	/s/ Laurie D. Medley
			Name:	Laurie D. Medley
			Title:	Vice President

36

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Blue Bird GP, Ltd.
its general partner
By:	Apollo SVF Management, L.P.
	its director
	By:	Apollo SVF Management GP, LLC
		its general partner
		By:	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President

Green Bird GP, Ltd.
its general partner
By:	Apollo Value Management, LP.
	its director
	By:	Apollo Value Management GP, LLC
		its general partner
		By	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President

Apollo Advisors VI, L.P.,
its general partner
By:	Apollo Capital Management VI, LLC,
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
Apollo Advisors VII, L.P.,
its general partner
By:	Apollo Capital Management VII, LLC,
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President

37

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APOLLO ADVISORS VI, L.P. — By:	Apollo Capital Management VI, LLC,
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
APOLLO CAPITAL MANAGEMENT VI, LLC
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President

APOLLO ADVISORS VII, L.P. — By:	Apollo Capital Management VII, LLC,
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
APOLLO CAPITAL MANAGEMENT VII, LLC
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President

APOLLO PRINCIPAL HOLDINGS I, L.P. — By:	Apollo Principal Holdings I GP, LLC,
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
APOLLO PRINCIPAL HOLDINGS I GP, LLC
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President

38

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RED BIRD GP, LTD. — By:	Apollo SVF Management, L.P.
	its director
	By:	Apollo SVF Management GP, LLC
		its general partner
		By:	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President
BLUE BIRD GP, LTD.
By:	Apollo SVF Management, L.P.
	its director
	By:	Apollo SVF Management GP, LLC
		its general partner
		By:	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President
GREEN BIRD GP, LTD.
By:	Apollo Value Management, L.P.
	its director
	By:	Apollo Value Management GP, LLC
		its general partner
		By:	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President
APOLLO SVF MANAGEMENT, L.P.
By:	Apollo SVF Management GP, LLC
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President

39

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APOLLO SVF MANAGEMENT GP, LLC — By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President
APOLLO VALUE MANAGEMENT, L.P.
By:	Apollo Value Management GP, LLC
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
APOLLO VALUE MANAGEMENT GP, LLC
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President
APOLLO CAPITAL MANAGEMENT, L.P.
By:	Apollo Capital Management GP, LLC
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
APOLLO CAPITAL MANAGEMENT GP, LLC
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President
APOLLO SOMA ADVISORS, L.P.
By:	Apollo SOMA Capital Management, LLC
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President

40

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APOLLO SOMA CAPITAL MANAGEMENT, LLC — By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President
APOLLO SVF ADVISORS, L.P.
By:	Apollo SVF Capital Management, LLC
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
APOLLO SVF CAPITAL MANAGEMENT, LLC
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President
APOLLO VALUE ADVISORS, L.P.
By:	Apollo Value Capital Management, LLC
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
APOLLO VALUE CAPITAL MANAGEMENT, LLC
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President
APOLLO PRINCIPAL HOLDINGS II, L.P.
By:	Apollo Principal Holdings II GP, LLC
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President

41

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APOLLO PRINCIPAL HOLDINGS II GP, LLC — By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President
APOLLO MANAGEMENT HOLDINGS, L.P.
By:	Apollo Management Holdings GP, LLC
	its general partner
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
APOLLO MANAGEMENT HOLDINGS GP, LLC
By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President

42

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