X0306 4 2021-06-18 0 0001091667 CHARTER COMMUNICATIONS, INC. /MO/ CHTR 0001106770 ADVANCE/NEWHOUSE PARTNERSHIP 6350 COURT STREET EAST SYRACUSE NY 13057-1211 1 0 1 0 0001455381 ADVANCE LONG-TERM MANAGEMENT TRUST C/O ROBINSON MILLER LLC ONE NEWARK CENTER, 19TH FLOOR NEWARK NJ 07102 0 0 1 0 0000914545 NEWHOUSE BROADCASTING CORP 6350 COURT STREET EAST SYRACUSE NY 13057-1211 0 0 1 0 0000914546 ADVANCE PUBLICATIONS, INC 950 FINGERBOARD ROAD STATEN ISLAND NY 10305 0 0 1 0 0001455383 NEWHOUSE FAMILY HOLDINGS, L.P. ONE WORLD TRADE CENTER NEW YORK NY 10007 0 0 1 0 Convertible Preferred Units of Charter Communications Hldgs. 267.85 2021-06-18 4 C 0 25000000 D 2021-05-18 Class B Common Units of Charter Communications Holdings, LLC 9333500 0 I See Remarks Class B Common Units of Charter Communications Holdings, LLC 2021-06-18 4 C 0 9333500 A 2021-06-18 Class A Common Stock of Charter Communications, Inc. 9333500 22917604 I See Remarks The full name of the issuer of the Convertible Preferred Units is Charter Communications Holdings, LLC. Pursuant to the Amended and Restated Limited Liability Company Agreement of Charter Communications Holdings, LLC, a Delaware limited liability company ("Charter Holdings"), dated as of May 18, 2016 (the "LLC Agreement"), on June 18, 2021, each of the Convertible Preferred Units of Charter Holdings (the "Convertible Preferred Units"), with liquidation value of $100, may be converted into 0.37334 of a Class B Common Unit, representing a conversion price of $267.85. There is no expiration date associated with the conversion of the Convertible Preferred Units. Pursuant to the LLC Agreement, from and after the fifth anniversary of the date of the LLC Agreement, the Manager of Charter Holdings may elect, at its sole discretion, to require that the Convertible Preferred Units be converted into Class B Common Units of Charter Holdings (the "Class B Common Units"); provided that the closing price of the Class A Common Stock of the Issuer exceeds an amount equal to 1.3 times the then relevant conversion price with respect to the Convertible Preferred Units for at least 20 non-consecutive days in any 30 consecutive-day period (the "Minimum Trading Price Requirement"). On June 16, 2021, Advance/Newhouse Partnership, a New York partnership ("A/N"), received notice from Charter Holdings stating that the Minimum Trading Price Requirement has been met and requiring the conversion of all 25,000,000 Convertible Preferred Units held by A/N into Class B Common Units. Pursuant to that certain Exchange Agreement, dated as of May 18, 2016, between, among others, the Issuer, Charter Holdings and A/N, the Class B Common Units may be exchanged by A/N at any time into either, at the Issuer's option, (i) shares of the Class A Common Stock of the Issuer on a one-for-one basis or (ii) cash based on the volume-weighted average price of the Class A Common Stock of the Issuer for the two consecutive trading days immediately prior to the date of delivery of an exchange notice by A/N. There is no expiration date associated with the exchange of the Class B Common Units. Each of Newhouse Broadcasting Corporation, Advance Publications, Inc., Newhouse Family Holdings, L.P. and Advance Long-Term Management Trust may be deemed to beneficially own the Convertible Preferred Units and Class B Common Units held by A/N due to their control of A/N. Advance/Newhouse Partnership, By: /s/ Oren Klein, Chief Financial Officer 2021-06-21 Newhouse Broadcasting Corporation, By: /s/ Oren Klein, Chief Financial Officer 2021-06-21 Advance Publications, Inc., By: /s/ Oren Klein, Chief Financial Officer 2021-06-21 Newhouse Family Holdings, L.P., By: Advance Long-Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee 2021-06-21 Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee 2021-06-21