0001387131-21-009164.txt : 20210831 0001387131-21-009164.hdr.sgml : 20210831 20210831203548 ACCESSION NUMBER: 0001387131-21-009164 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210827 FILED AS OF DATE: 20210831 DATE AS OF CHANGE: 20210831 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWHOUSE BROADCASTING CORP CENTRAL INDEX KEY: 0000914545 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 211228479 BUSINESS ADDRESS: STREET 1: 5015 CAMPUSWOOD DRIVE CITY: SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 212-692-4400 MAIL ADDRESS: STREET 1: C/O SABIN BERMANT & GOULD STREET 2: 350 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADVANCE PUBLICATIONS, INC CENTRAL INDEX KEY: 0000914546 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 211228478 BUSINESS ADDRESS: STREET 1: 950 FINGERBOARD ROAD CITY: STATEN ISLAND STATE: NY ZIP: 10305 BUSINESS PHONE: 7189811234 MAIL ADDRESS: STREET 1: 950 FINGERBOARD ROAD CITY: STATEN ISLAND STATE: NY ZIP: 10305 FORMER NAME: FORMER CONFORMED NAME: ADVANCE PUBLICATIONS INC DATE OF NAME CHANGE: 19931108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEWHOUSE FAMILY HOLDINGS, L.P. CENTRAL INDEX KEY: 0001455383 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 211228477 BUSINESS ADDRESS: STREET 1: FOUR TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-381-7000 MAIL ADDRESS: STREET 1: FOUR TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADVANCE/NEWHOUSE PARTNERSHIP CENTRAL INDEX KEY: 0001106770 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 211228481 BUSINESS ADDRESS: STREET 1: 5015 CAMPUSWOOD DR. CITY: EAST SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 3154637675 MAIL ADDRESS: STREET 1: 5015 CAMPUSWOOD DR. CITY: EAST SYRACUSE STATE: NY ZIP: 13057 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADVANCE LONG-TERM MANAGEMENT TRUST CENTRAL INDEX KEY: 0001455381 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 211228480 BUSINESS ADDRESS: STREET 1: FOUR TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-381-7000 MAIL ADDRESS: STREET 1: FOUR TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 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 chtr-form4_082721.xml CHANGES IN BENEFICIAL OWNERSHIP X0306 4 2021-08-27 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 110 EDISON PLACE, SUITE 302 NEWARK NJ 07102 1 0 1 0 0000914545 NEWHOUSE BROADCASTING CORP ONE WORLD TRADE CENTER NEW YORK NY 10007 1 0 1 0 0000914546 ADVANCE PUBLICATIONS, INC ONE WORLD TRADE CENTER NEW YORK NY 10007 1 0 1 0 0001455383 NEWHOUSE FAMILY HOLDINGS, L.P. ONE WORLD TRADE CENTER NEW YORK NY 10007 1 0 1 0 Common Stock 2021-08-27 4 X 1 65799 371.5202 D 3070712 D Common Stock 2021-08-27 4 J 1 65799 807.8590 A 3136511 D Common Stock 2021-08-27 4 X 1 65798 371.5202 D 3070713 D Common Stock 2021-08-27 4 J 1 65798 807.8590 A 3136511 D Common Stock 2021-08-30 4 X 1 65799 371.5202 D 3070712 D Common Stock 2021-08-30 4 J 1 65799 812.3626 A 3136511 D Common Stock 2021-08-30 4 X 1 65798 371.5202 D 3070713 D Common Stock 2021-08-30 4 J 1 65798 812.3626 A 3136511 D Common Stock 2021-08-31 4 X 1 65799 371.5202 D 3070712 D Common Stock 2021-08-31 4 J 1 65799 816.9325 A 3136511 D Common Stock 2021-08-31 4 X 1 65787 371.5202 D 3070724 D Common Stock 2021-08-31 4 J 1 65787 816.9325 A 3136511 D Call option (obligation to sell) 371.5202 2021-08-27 4 X 1 65799 0 D 2021-08-27 2021-08-27 Common Stock 65799 131598 D Put option (right to sell) 247.4860 2021-08-27 4 J 1 65799 0 D 2021-08-27 2021-08-27 Common Stock 65799 131598 D Call option (obligation to sell) 371.5202 2021-08-27 4 X 1 65798 0 D 2021-08-27 2021-08-27 Common Stock 65798 131585 D Put option (right to sell) 247.4860 2021-08-27 4 J 1 65798 0 D 2021-08-27 2021-08-27 Common Stock 65798 131585 D Call option (obligation to sell) 371.5202 2021-08-30 4 X 1 65799 0 D 2021-08-30 2021-08-30 Common Stock 65799 65799 D Put option (right to sell) 247.4860 2021-08-30 4 J 1 65799 0 D 2021-08-30 2021-08-30 Common Stock 65799 65799 D Call option (obligation to sell) 371.5202 2021-08-30 4 X 1 65798 0 D 2021-08-30 2021-08-30 Common Stock 65798 65787 D Put option (right to sell) 247.4860 2021-08-30 4 J 1 65798 0 D 2021-08-30 2021-08-30 Common Stock 65798 65787 D Call option (obligation to sell) 371.5202 2021-08-31 4 X 1 65799 0 D 2021-08-31 2021-08-31 Common Stock 65799 0 D Put option (right to sell) 247.4860 2021-08-31 4 J 1 65799 0 D 2021-08-31 2021-08-31 Common Stock 65799 0 D Call option (obligation to sell) 371.5202 2021-08-31 4 X 1 65787 0 D 2021-08-31 2021-08-31 Common Stock 65787 0 D Put option (right to sell) 247.4860 2021-08-31 4 J 1 65787 0 D 2021-08-31 2021-08-31 Common Stock 65787 0 D As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 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 (each, a "Bank"), under which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"), half of which were scheduled to expire in 2021 and half of which were scheduled to expire in 2023. A portion of the 2021 Transactions was previously unwound and the remaining 2021 Transactions expire evenly over a series of expiration dates from August 16 to August 31, 2021, inclusive. Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. 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 shares of Common Stock beneficially owned by A/N and reported in Table I and the call options and put options held by A/N and reported in Table II due to their control of A/N. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest. Advance/Newhouse Partnership, /s/ Oren Klein, Chief Financial Officer 2021-08-31 Newhouse Broadcasting Corporation, /s/ Oren Klein, Chief Financial Officer 2021-08-31 Advance Publications, Inc., /s/ Oren Klein, Chief Financial Officer 2021-08-31 Newhouse Family Holdings, L.P., Advance Long Term Management Trust, as General Partner, /s/ Michael A. Newhouse 2021-08-31 Advance Long-Term Management Trust, /s/Michael A. Newhouse, Trustee 2021-08-31