0001387131-23-012303.txt : 20231017 0001387131-23-012303.hdr.sgml : 20231017 20231017122205 ACCESSION NUMBER: 0001387131-23-012303 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231013 FILED AS OF DATE: 20231017 DATE AS OF CHANGE: 20231017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Newhouse Michael A CENTRAL INDEX KEY: 0001675262 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 231329055 MAIL ADDRESS: STREET 1: CHARTER COMMUNICATIONS, INC. STREET 2: 400 ATLANTIC STREET, 10TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER COMMUNICATIONS, INC. /MO/ CENTRAL INDEX KEY: 0001091667 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841496755 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7800 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER COMMUNICATIONS INC /MO/ DATE OF NAME CHANGE: 19990723 4 1 mnewhouse-form4.xml FORM 4 - NEWHOUSE X0508 4 2023-10-13 0 0001091667 CHARTER COMMUNICATIONS, INC. /MO/ CHTR 0001675262 Newhouse Michael A C/O CHARTER COMMUNICATIONS, INC. 400 WASHINGTON BLVD. STAMFORD CT 06902 1 0 0 0 0 Call option (obligation to sell) 643.0830 2023-10-13 4 P 1 848736 D Common Stock 848736 624239 I Indirect Interest in a Partnership Put option (right to sell) 445.4935 2023-10-13 4 S 1 848736 D Common Stock 848736 624239 I Indirect Interest in a Partnership On February 4, 2020, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 4,000,000 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 4,000,000 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. A portion of the Transactions was previously unwound. On October 13, 2023, A/N early terminated a portion of the Transactions, with expiration dates running from August 12, 2024 to September 5, 2024, inclusive, and an equivalent portion of the corresponding credit facility. The terminated Transactions covered 848,736 shares of Class A Common Stock, and, in connection with this termination, 848,736 Units were released from the related pledge. Pursuant to this termination, the unaffiliated bank counterparty paid approximately $30.7 million in cash to A/N. 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. 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. /s/ Michael A. Newhouse 2023-10-17