Edgar Filing: Weber David Scott

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Weber David Scott

2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [CHTR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP/Network Operations

(Last)

(First)

(Middle)

C/O CHARTER COMMUNICATIONS, INC., 12405 POWERSCOURT DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2012

(Street)

ST. LOUIS, MO 63131

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

06/18/2012

13,000

06/18/2013⁽¹⁾

06/18/2022

Class A Common Stock

13,000

$ 0

13,000

Time Vesting Stock Options

$ 67.04

06/18/2012

33,334

06/18/2013⁽²⁾

06/18/2022

Class A Common Stock

33,334

$ 0

33,334

Performance Vesting Stock Options

$ 67.04

06/18/2012

16,667

06/18/2012⁽³⁾

06/18/2022

Class A Common Stock

16,667

$ 0

16,667

Performance Vesting Stock Options

$ 67.04

06/18/2012

16,667

06/18/2012⁽⁴⁾

06/18/2022

Class A Common Stock

16,667

$ 0

16,667

Performance Vesting Stock Options

$ 67.04

06/18/2012

16,666

06/18/2012⁽⁵⁾

06/18/2022

Class A Common Stock

16,666

$ 0

16,666

Performance Vesting Stock Options

$ 67.04

06/18/2012

16,666

06/18/2012⁽⁶⁾

06/18/2022

Class A Common Stock

16,666

$ 0

16,666

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Weber David Scott C/O CHARTER COMMUNICATIONS, INC. 12405 POWERSCOURT DRIVE ST. LOUIS, MO 63131			EVP/Network Operations

Signatures

/s/ David Scott Weber by Paul J. Rutterer, Attorney-in-Fact		06/19/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Restricted Stock Units granted 06/18/2012 scheduled to vest in equal 25% increments on June 18, 2013, 2014, 2015 and 2016.
(2)	Grant of Stock Options on 06/18/2012 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan, 25% of the aggregate grant vest at June 18, 2013, 2014, 2015 and 2016.
(3)	One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to June 18, 2013); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after June 18, 2013.
(4)	One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to June 18, 2014); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after June 18, 2014.
(5)	One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to June 18, 2015); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after June 18, 2015.
(6)	One-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshhold of $80 per share (average of Issuer's per share closing price on NASDAQ for any 60 consecutive trading days for any period commencing not earlier than 60 trading days prior to June 18, 2016); and, one-half will vest upon the first occurrence of Issuer's Class A Common Stock achieving a stock price threshold of $100 on or after June 18, 2016.

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