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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) |
SCHEDULE 13D
|
| 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
| ||||||||
| 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 |
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
| ||||||||
| 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 |
SCHEDULE 13D
|
| 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 |
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
| ||||||||
| 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 |
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 |
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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