X0306 4 2016-05-18 1 0001377013 TIME WARNER CABLE INC. TWC 0001225752 MARCUS ROBERT D C/O TIME WARNER CABLE INC. 60 COLUMBUS CIRCLE NEW YORK NY 10023 1 1 Chairman & CEO Common Stock, par value $.01 per share 2016-05-18 4 D 0 71638.0000 0 D 0.0000 D Employee Stock Option (Right to Buy) 86.7600 2016-05-18 4 D 0 80936.0000 D 2023-02-12 Common Stock, par value $.01 per share 80936.0000 0.0000 D Employee Stock Option (Right to Buy) 77.0400 2016-05-18 4 D 0 40566.0000 D 2022-02-15 Common Stock, par value $.01 per share 40566.0000 0.0000 D Restricted Stock Units 2016-05-18 4 D 0 12660.0000 D Common Stock, par value $.01 per share 12660.0000 223954.0000 D Restricted Stock Units 2016-05-18 4 D 0 41072.0000 D Common Stock, par value $.01 per share 41072.0000 182882.0000 D Restricted Stock Units 2016-05-18 4 D 0 70914.0000 D Common Stock, par value $.01 per share 70914.0000 111968.0000 D Restricted Stock Units 2016-05-18 4 D 0 111968.0000 D Common Stock, par value $.01 per share 111968.0000 0.0000 D Issuer's common stock ("Common Stock") disposed of pursuant to the Agreement and Plan of Mergers, dated as of May 23, 2015, among the Issuer, Charter Communications, Inc., CCH I, LLC (now named Charter Communications, Inc., "New Charter") and other certain parties thereto (the "merger agreement"). In accordance with the terms of the merger agreement, each share of Common Stock was exchanged into the right to receive, pursuant to an election made by the Reporting Person, either (a) $100 in cash and 0.4891 of a share of New Charter Class A common stock ("New Charter common stock") or (b) $115 in cash and 0.4125 of a share of New Charter common stock. In accordance with the terms of the merger agreement, each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter common stock at an exercise price of $94.22 per share. This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 13, 2013. In accordance with the terms of the merger agreement, each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter common stock at an exercise price of $83.67 per share. This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 16, 2012. Each restricted stock unit represented a contingent right to receive one share of Common Stock. In accordance with the terms of the merger agreement, each of these restricted stock units was adjusted and converted into a restricted stock unit with respect to 0.92078178 of a share of New Charter common stock. This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 13, 2013. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units. This award of restricted stock units vests in two equal installments on the fifth and sixth anniversaries of the date of grant, June 2, 2015. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units. This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 12, 2014. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units. This award of restricted stock units vests in three installments: 25% on the fourth anniversary, 50% on the fifth anniversary and 25% on the sixth anniversary of the date of grant, February 12, 2014. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units. Susan A. Waxenberg, Attorney in Fact 2016-05-20