X0202 3 2008-02-27 0 0001091667 CHARTER COMMUNICATIONS INC /MO/ CHTR 0001133521 STEELHEAD PARTNERS LLC 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes 0001327721 JOHNSTON JAMES MICHAEL 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes 0001327722 KLEIN BRIAN KATZ 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes Class A Common Stock 39876277 I See footnotes 6.50% Convertible Notes due 10/01/2027 3.4085 2027-10-01 Class A Common Stock 3740682 I See footnotes The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Exchange Act; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers. The shares of the issuer's Class A Common Stock (the "Class A Stock") reported on this Form 3 are held directly by: (i) the J-K Navigator Fund, L.P. ("Navigator"), (ii) The J.K. One Fund, L.P. ("One Fund", and collectively with Navigator, the "Domestic Funds"), (iii) Steelhead Offshore, Ltd. (the "Offshore Fund"); and (iv) other client accounts managed by Steelhead (the "client accounts" and, collectively with the Domestic Funds and the Offshore Fund, the "Funds") none of which, for Section 16 purposes, is itself the beneficial owner of more than 10% of the Class A Stock. 22,343,553 shares of Class A Stock reported on this Form 3 are beneficially held by Navigator, 866,000 shares are beneficially held by One Fund, 16,065,573 shares are beneficially held by the Offshore Fund, and 601,151 shares are beneficially held by the client accounts. Steelhead is the general partner of the Domestic Funds and the investment manager of the Offshore Fund and the client accounts. Each of Steelhead, Mr. Johnston, Mr. Klein and the Funds expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein. Although none of the Funds is itself the beneficial owner of more than 10% of the issuer's common stock, Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by the Funds insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 3 voluntarily to report the Funds' holdings on an aggregate basis, notwithstanding the reporting exemption applicable to registered investment advisors under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 3 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or the Funds form a group within the meaning of Rule 16a-1(a)(1). Immediately exercisable; however, no holder of the 6.50% Convertible Notes (the "Notes") will be entitled to receive shares of Class A Stock upon conversion to the extent, but only to the extent, that such receipt would cause such holder to become, directly or indirectly, a beneficial owner of more than 4.9% of the shares of Class A Stock outstanding prior to October 1, 2011, and 9.9% of the shares of Class A Stock thereafter. The Notes reported on this Form 3 are held directly by: (i) Navigator, (ii) Steelhead Pathfinder Master, L.P. ("Pathfinder") and (iii) the Offshore Fund, none of which, for Section 16 purposes, is itself the beneficial owner of more than 10% of the issuer's common stock. Steelhead is the investment manager of Pathfinder. Steelhead Partners, LLC; By: J. Michael Johnston, its Member-Manager; /s/ J. Michael Johnston 2008-03-10 J. Michael Johnston; /s/ J. Michael Johnston 2008-03-10 Brian K. Klein; /s/ Briian K. Klein 2008-03-10