|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Call option (obligation to sell) | $ 371.5202 | 08/06/2018 | S/K | 1,500,000 | (1)(2) | (1)(2) | Common Stock | 1,500,000 | (1) (2) (4) (5) | 1,500,000 | D | ||||
Call option (obligation to sell) | $ 371.5202 | 08/06/2018 | S/K | 1,500,000 | (1)(2) | (1)(2) | Common Stock | 1,500,000 | (1) (2) (4) (5) | 1,500,000 | D | ||||
Call option (obligation to sell) | $ 408.2063 | 08/06/2018 | S/K | 1,500,000 | (1)(3) | (1)(3) | Common Stock | 1,500,000 | (1) (3) (4) (5) | 1,500,000 | D | ||||
Call option (obligation to sell) | $ 408.2063 | 08/06/2018 | S/K | 1,500,000 | (1)(3) | (1)(3) | Common Stock | 1,500,000 | (1) (3) (4) (5) | 1,500,000 | D | ||||
Put option (right to sell) | $ 247.486 | 08/06/2018 | P/K | 1,500,000 | (1)(2) | (1)(2) | Common Stock | 1,500,000 | (1) (2) (4) (5) | 1,500,000 | D | ||||
Put option (right to sell) | $ 247.486 | 08/06/2018 | P/K | 1,500,000 | (1)(2) | (1)(2) | Common Stock | 1,500,000 | (1) (2) (4) (5) | 1,500,000 | D | ||||
Put option (right to sell) | $ 247.486 | 08/06/2018 | P/K | 1,500,000 | (1)(3) | (1)(3) | Common Stock | 1,500,000 | (1) (3) (4) (5) | 1,500,000 | D | ||||
Put option (right to sell) | $ 247.486 | 08/06/2018 | P/K | 1,500,000 | (1)(3) | (1)(3) | Common Stock | 1,500,000 | (1) (3) (4) (5) | 1,500,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ADVANCE/NEWHOUSE PARTNERSHIP 6350 COURT STREET EAST SYRACUSE, NY 13057-1211 |
X | X | ||
ADVANCE LONG-TERM MANAGEMENT TRUST C/O ROBINSON MILLER LLC ONE NEWARK CENTER, 19TH FLOOR NEWARK, NJ 07102 |
X | |||
NEWHOUSE BROADCASTING CORP 6350 COURT STREET EAST SYRACUSE, NY 13057-1211 |
X | |||
ADVANCE PUBLICATIONS, INC 950 FINGERBOARD ROAD STATEN ISLAND, NY 10305 |
X | |||
NEWHOUSE FAMILY HOLDINGS, L.P. ONE WORLD TRADE CENTER NEW YORK, NY 10007 |
X |
Advance/Newhouse Partnership, By: /s/ Michael A. Newhouse, Vice President | 08/07/2018 | |
**Signature of Reporting Person | Date | |
Newhouse Broadcasting Corporation, By: /s/ Michael A. Newhouse, Executive Vice President | 08/07/2018 | |
**Signature of Reporting Person | Date | |
Advance Publications, Inc., By: /s/ Michael A. Newhouse, Co-President | 08/07/2018 | |
**Signature of Reporting Person | Date | |
Newhouse Family Holdings, L.P., By: Advance Long Term Management Trust, as General Partner, By: /s/ Michael A. Newhouse, Trustee | 08/07/2018 | |
**Signature of Reporting Person | Date | |
Advance Long-Term Management Trust, By: /s/ Michael A. Newhouse, Trustee | 08/07/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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, pursuant to 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"). The Transactions will 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. |
(2) | The Transaction expires evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. |
(3) | The Transaction expires evenly over a series of expiration dates from August 15, 2023 to August 30, 2023, inclusive. |
(4) | On the relevant expiration date, the call option will automatically be exercised (and the put option will expire unexercised) if the volume weighted average price of the Common Stock on the relevant expiration date (the "Reference Price") is greater than or equal to the call option strike price; the put option will automatically be exercised (and the call option will expire unexercised) if the Reference Price is less than or equal to the put option strike price; and the call option and the put option will each expire unexercised if the Reference Price is greater than the put option strike price but less than the call option strike price. |
(5) | The Transaction is a "zero-cost collar", in which no premium was exchanged for either the call option or the put option. |
Remarks: 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 call options and put options held by A/N and reported in Table II due to their control of A/N. |