Michael A. Newhouse - Feb 25, 2022 Form 4 Insider Report for CHARTER COMMUNICATIONS, INC. /MO/ (CHTR)

Role
Director
Signature
/s/ Michael A. Newhouse
Stock symbol
CHTR
Transactions as of
Feb 25, 2022
Transactions value $
$0
Form type
4
Date filed
3/1/2022, 03:13 PM
Previous filing
Feb 23, 2022
Next filing
Mar 3, 2022

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 Call option (obligation to sell) Purchase -776K -72.88% 289K Feb 25, 2022 Common Stock 776K $475.20 Indirect Interest in a Partnership F1, F2, F5, F6
transaction CHTR Call option (obligation to sell) Purchase -582K -72.88% 217K Feb 25, 2022 Common Stock 582K $475.20 Indirect Interest in a Partnership F1, F3, F5, F6
transaction CHTR Call option (obligation to sell) Purchase -194K -72.88% 72.2K Feb 25, 2022 Common Stock 194K $475.20 Indirect Interest in a Partnership F1, F4, F5, F6
transaction CHTR Put option (right to sell) Sale -776K -72.88% 289K Feb 25, 2022 Common Stock 776K $327.73 Indirect Interest in a Partnership F1, F2, F5, F6
transaction CHTR Put option (right to sell) Sale -582K -72.88% 217K Feb 25, 2022 Common Stock 582K $327.73 Indirect Interest in a Partnership F1, F3, F5, F6
transaction CHTR Put option (right to sell) Sale -194K -72.88% 72.2K Feb 25, 2022 Common Stock 194K $327.73 Indirect Interest in a Partnership F1, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 30, 2019, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 3,950,000 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 (the "Transactions") with unaffiliated banks, pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 3,950,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). Under the agreement, the Transactions may be settled in cash unless A/N elects physical settlement, in which case it expects to exchange Units for Class A Common Stock sufficient to satisfy its obligations under the Transactions.
F2 On February 25, 2022, A/N early terminated a portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 775,992 shares of Class A Common Stock, and, in connection with this termination, 775,992 Units were released from the related pledge. Pursuant to this termination, A/N paid $97,751,141.94 in cash to the unaffiliated bank counterparty.
F3 Also on February 25, 2022, A/N early terminated an additional portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 581,994 shares of Class A Common Stock, and, in connection with this termination, 581,994 Units were released from the related pledge. Pursuant to this termination, A/N paid $73,268,679.65 in cash to the unaffiliated bank counterparty.
F4 Also on February 25, 2022, A/N early terminated an additional portion of the Transactions, with expiration dates running from August 15, 2022 to September 6, 2022, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 193,998 shares of Class A Common Stock, and, in connection with this termination, 193,998 Units were released from the related pledge. Pursuant to this termination, A/N paid $24,422,893.22 in cash to the unaffiliated bank counterparty.
F5 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 and Units 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.
F6 The Reporting Person disclaims beneficial ownership of the shares of Common Stock and Units owned by A/N and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.