[SCHEDULE 13D/A] Charter Comm Inc Del CL A New SEC Filing
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SCHEDULE 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
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CHARTER COMMUNICATIONS, INC. /MO/ (Name of Issuer) |
Class A Common Stock, $0.001 Par Value (Title of Class of Securities) |
16119P108 (CUSIP Number) |
Michael D. Fricklas Advance/Newhouse Partnership, One World Trade Center New York, NY, 10007 (212) 286-6900 Robert B. Schumer, Esq. Paul, Weiss, 1285 Avenue of the Americas New York, NY, 10019 (212) 373-3000 Michael Vogel, Esq. Paul, Weiss, 1285 Avenue of the Americas New York, NY, 10019 (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 16119P108 |
| 1 |
Name of reporting person
Advance/Newhouse Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,810,488.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row (2): The Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among the Issuer, former Charter Communications, Inc., Liberty Broadband Corporation ("Liberty") and Advance/Newhouse Partnership ("A/N") as amended on May 18, 2016 (the "Second Amended and Restated Stockholders Agreement") contains provisions relating to the ownership and voting by the Reporting Persons in respect of their A/N Notional Shares (as defined below). The Reporting Persons expressly disclaim the existence of and membership in a group with Liberty. See Item 6 of the Schedule 13D.
Row (2): Michael A. Newhouse, who beneficially owns 5,263 shares of Class A Common Stock, is a Trustee of Advance Long-Term Management Trust, Director and Executive Vice President of Newhouse Broadcasting Corporation, Director and Co-President of Advance Publications Inc. and Executive Vice President of Advance/Newhouse Partnership. Samuel I. Newhouse, III, who beneficially owns 489 shares of Class A Common Stock, is a Trustee of Advance Long-Term Management Trust, a Director and Executive Vice President of Newhouse Broadcasting Corporation, a Director and Co-President of Advance Publications, Inc. and Executive Vice President of Advance/Newhouse Partnership. The Reporting Persons expressly disclaim the existence of and membership in a group with Michael A. Newhouse and Samuel I. Newhouse, III.
Rows (7), (9) and (11): Consists of (i) 3,136,511 shares of Class A Common Stock, par value $0.001 per share ("Class A Common Stock") of the Issuer and (ii) 15,673,977 shares of Class A Common Stock issuable upon conversion of the Class B Common Units ("Class B Common Units") of Charter Communications Holdings, LLC ("Charter Holdings"), in each case, held by A/N. Upon request by A/N, the 15,673,977 Class B Common Units owned by A/N will be converted, at the Issuer's option, into either (x) shares of Class A Common Stock of the Issuer on a one-for-one basis or (y) cash based on the volume-weighted average price of the Class A Common Stock for the two consecutive trading days immediately prior to the date of delivery of an exchange notice by A/N. A/N also owns one share of Class B Common Stock of the Issuer, which entitles A/N to vote on any matter submitted for a vote of the holders of Class A Common Stock of the Issuer such number of votes equal to the number of shares of Class A Common Stock into which the Class B Common Units held by A/N and its affiliates are convertible or exchangeable, as applicable, in each case, assuming only shares of Class A Common Stock of the Issuer are delivered upon conversion or exchange (the "A/N Notional Shares"). Does not include the 5,263 shares of Class A Common Stock beneficially owned by Michael A. Newhouse or the 489 shares of Class A Common Stock beneficially owned by Samuel I. Newhouse, III.
Row (13): For purposes of calculating beneficial ownership in this statement on Schedule 13D (this "Statement"), the total number of shares of Class A Common Stock outstanding as of June 30, 2025, is approximately 136.59 million. The percentage provided represents the number of shares of Class A Common Stock beneficially owned by the applicable Reporting Person on an as-converted, as-exchanged basis divided by the sum of (i) the amount of Class A Common Stock outstanding as of June 30, 2025, plus (ii) the amount of Class A Common Stock issued upon exchange of the 150,266 Class B Common Units pursuant to the previously disclosed letter agreement, dated as of December 23, 2016 (as amended by the previously disclosed letter agreement, dated as of December 21, 2017 and supplemented by the letter agreement dated February 23, 2021, the "Share Repurchase Agreement"), plus (iii) the amount of Class A Common Stock issuable upon exchange or conversion, as applicable, of the Class B Common Units held by A/N.
SCHEDULE 13D
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| CUSIP No. | 16119P108 |
| 1 |
Name of reporting person
Newhouse Broadcasting Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,810,488.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership.
SCHEDULE 13D
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| CUSIP No. | 16119P108 |
| 1 |
Name of reporting person
Advance Publications, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,810,488.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership.
SCHEDULE 13D
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| CUSIP No. | 16119P108 |
| 1 |
Name of reporting person
Newhouse Family Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,810,488.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership.
SCHEDULE 13D
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| CUSIP No. | 16119P108 |
| 1 |
Name of reporting person
Advance Long-Term Management Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,810,488.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.34 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Partnership.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 Par Value | |
| (b) | Name of Issuer:
CHARTER COMMUNICATIONS, INC. /MO/ | |
| (c) | Address of Issuer's Principal Executive Offices:
400 Washington Blvd., Stamford,
CONNECTICUT
, 06902. | |
Item 1 Comment:
This Amendment No. 19 (this "Amendment") amends and supplements the Statement on Schedule 13D (the "Schedule 13D"), which was jointly filed on May 27, 2016, the amended Statement on Schedule 13D, which was jointly filed on December 28, 2016, the amended Statement on Schedule 13D, which was jointly filed on December 21, 2017, the amended Statement on Schedule 13D, which was jointly filed on August 6, 2018, the amended Statement on Schedule 13D, which was jointly filed on July 30, 2019, the amended Statement on Schedule 13D, which was jointly filed on February 5, 2020, the amended Statement on Schedule 13D, which was jointly filed on March 2, 2021, the amended Statement on Schedule 13D, which was jointly filed on March 30, 2021, the amended Statement on Schedule 13D, which was jointly filed on February 8, 2022, the amended Statement on Schedule 13D, which was jointly filed on February 15, 2022, the amended Statement on Schedule 13D, which was jointly filed on February 23, 2022, the amended Statement on Schedule 13D, which was jointly filed on March 1, 2022, the amended Statement on Schedule 13D, which was jointly filed on March 3, 2022, the amended Statement on Schedule 13D, which was jointly filed on March 21, 2023, the amended Statement on Schedule 13D, which was jointly filed on July 25, 2023, the amended Statement on Schedule 13D, which was jointly filed on October 5, 2023, the amended Statement on Schedule 13D, which was jointly filed on October 17, 2023, the amended Statement on Schedule 13D, which was jointly filed on November 2, 2023, the amended Statement on Schedule 13D, which was jointly filed on May 20, 2025 and is filed on behalf of Advance/Newhouse Partnership, a New York general partnership ("A/N"), Newhouse Broadcasting Corporation, a New York Corporation ("NBCo"), Advance Publications, Inc., a New York corporation ("API"), Newhouse Family Holdings, L.P., a Delaware limited partnership ("NFH") and Advance Long-Term Management Trust, a New Jersey trust ("Advance Long-Term Trust" and, together with A/N, NBCo, API and NFH, the "Reporting Persons" and each, a "Reporting Person") with respect to (i) the shares of Class A Common Stock, par value $0.001 per share ("Class A Common Stock"), of Charter Communications, Inc., a Delaware corporation (the "Issuer" or "Charter") that are directly or indirectly held by the Reporting Persons and (ii) the shares of Class A Common Stock into which the Class B Common Units ("Class B Common Units") of Charter Communications Holdings, LLC ("Charter Holdings") that are directly or indirectly held by the Reporting Persons are exchangeable or convertible, as applicable.
On August 4, 2025, pursuant to the terms of the Share Repurchase Agreement, A/N delivered to the Issuer a suspension notice (the "Suspension Notice") which suspended the share repurchase program under the Share Repurchase Agreement (such suspension, the "Suspension of the Share Repurchases"). In the Suspension Notice, A/N has informed the Issuer that A/N presently intends for the suspension to continue through the consummation of the closing of the transactions contemplated by the Transaction Agreement, dated as of May 16, 2025, by and between Charter, Charter Holdings and Cox Enterprises, Inc. (the "Transaction Agreement"), or the termination thereof, but reserves the right to end such suspension before or after such time. This Amendment is being filed solely to disclose the Suspension of the Share Repurchases. | ||
| Item 4. | Purpose of Transaction | |
The information with respect to the Suspension of the Share Repurchases forth in Item 5(c) is incorporated herein by reference to the extent responsive to this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is amended and supplemented to read as follows:
(a) The Reporting Persons are the beneficial owner of 18,810,488 shares of Class A Common Stock (including Class B Common Units on an as-converted, as-exchanged basis). The 18,810,488 shares of Class A Common Stock constitute approximately 12.34% of the outstanding shares of Class A Common Stock, based on approximately 136.59 million shares of Class A Common Stock outstanding as of June 30, 2025. In addition, Michael A. Newhouse is the beneficial owner of 5,263 shares of restricted Class A Common Stock received by him in connection with his services as a director of the Issuer and Samuel I. Newhouse, III, is the beneficial owner of 489 shares of Class A Common Stock. | |
| (b) | Item 5(b) of the Schedule 13D is amended and supplemented to read as follows:
(b) The Reporting Persons have the sole power to (i) vote or direct the voting of 18,810,488 shares of Class A Common Stock beneficially owned by them as described in the Schedule 13D (including Class B Common Units on an as-converted, as-exchanged basis) and (ii) dispose or direct the disposition of such shares, in each case, subject to the terms of the previously disclosed Operating Agreement, Exchange Agreement and Second Amended and Restated Stockholders Agreement, as described in the Schedule 13D. Michael Newhouse has sole voting and dispositive power over 5,263 shares of restricted Class A Common Stock beneficially owned by him. Samuel I. Newhouse, III, has sole voting and dispositive power over the 489 shares of Class A Common Stock beneficially owned by him. | |
| (c) | On August 4, 2025, pursuant to the terms of the Share Repurchase Agreement, A/N delivered to the Issuer the Suspension Notice which suspended the share repurchase program under the Share Repurchase Agreement. In the Suspension Notice, A/N has informed the Issuer that A/N presently intends for the suspension to continue through the consummation of the closing of the transactions contemplated by the Transaction Agreement or the termination thereof, but reserves the right to end such suspension before or after such time. The Suspension Notice is attached hereto as Exhibit 1 and incorporated herein by reference. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information with respect to the Suspension of the Share Repurchases set forth in Item 5(c) is incorporated herein by reference to the extent responsive to this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Suspension Notice, dated August 4, 2025 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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STAMFORD