(CHTR)

Role: Director, 10%+ Owner
Signature: Liberty Broadband Corporation By: /s/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President
Stock symbol: CHTR
Transactions as of: Jul 2, 2024
Transactions value $: -$560,000,000
Form type: 4
Date filed: 7/2/2024, 04:28 PM
Previous filing: Jun 17, 2024
Next filing: Jul 16, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CHTR	3.125% Exch. Senior Debentures due 2054 (obligation to sell)	Sale	-$860M				$860M	Jul 2, 2024	Class A Common Stock	2.19M		Direct	F1, F2, F3
transaction	CHTR	3.125% Exch. Senior Debentures due 2053 (obligation to sell)	Purchase	$300M				$965M	Jul 2, 2024	Class A Common Stock	567K		Direct	F4, F5, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On July 2, 2024, the reporting person sold, pursuant to a purchase agreement, $860,000,000 aggregate principal amount of its 3.125% exchangeable senior debentures due 2054 (the "Debentures") in a private sale pursuant to Rule 144A. Each $1,000 principal amount of Debentures is initially exchangeable for 2.5442 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 December 15, 2028, 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 December 15, 2028 at any time, or (ii) in whole or in part, prior to December 15, 2028, after the occurrence of certain conditions or events.
F3	The expiration date for the Debentures is June 30, 2054.
F4	Each $1,000 principal amount of 3.125% senior debentures due 2053 issued by the reporting person (the "3.125% Debentures") is exchangeable for 1.8901 shares of Common Stock, settled only in cash based on the value of the shares of Common Stock.
F5	Each 3.125% Debenture is exchangeable at the option of the holder during specified periods. Holders of the 3.125% Debentures may put them to the reporting person on April 6, 2026, or prior thereto following the occurrence of a "fundamental change," and the 3.125% 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, but not in part, prior to April 6, 2026, after the occurrence of certain conditions or events.
F6	The expiration date for the 3.125% Debentures is March 31, 2053.
F7	On July 2, 2024, the reporting person repurchased for cash $300,000,000 aggregate principal amount of the 3.125% Debentures. Holders of the 3.125% Debentures received payment of $960 for each $1,000 principal amount of the 3.125% Debentures accepted for purchase, plus accrued and unpaid interest.

Remarks:

Each Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the calendar quarter ending March 31, 2025, if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the Debenture; (ii) March 31, 2025, if the trading price of a Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to December 15, 2028; (iv) the Debenture is called for redemption; and (v) the issuer of the Common Stock declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the principal amount of the Debentures to $0.00 or such principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time after October 1, 2028 until the close of business on the second scheduled trading day immediately preceding December 15, 2028, and at any time after April 1, 2054 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures.