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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | (1) | 07/24/2024 | A | 4,419,098 | (1) | (1) | Common Stock | 220,954 (2) | (3) | 31,928,301 | I | See Footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CHARTER COMMUNICATIONS, INC. /MO/ 400 WASHINGTON BLVD. STAMFORD, CT 06902 |
X | |||
| Charter Communications Holding Company, LLC 12405 POWERSCOURT DRIVE ST. LOUIS, MO 63131 |
X | |||
| SPECTRUM MANAGEMENT HOLDING COMPANY, LLC 12405 POWERSCOURT DRIVE ST. LOUIS, MO 63131 |
X | |||
| CHARTER COMMUNICATIONS HOLDINGS LLC 12405 POWERSCOURT DRIVE ST. LOUIS, MO 63131 |
X | |||
| CCH II LLC 12405 POWERSCOURT DRIVE ST. LOUIS, MO 63131 |
X | |||
| Charter Communications, Inc. By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith | 07/26/2024 | |
| **Signature of Reporting Person | Date | |
| Charter Communications Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith | 07/26/2024 | |
| **Signature of Reporting Person | Date | |
| Spectrum Management Holding Company, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith | 07/26/2024 | |
| **Signature of Reporting Person | Date | |
| Charter Communications Holdings, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith | 07/26/2024 | |
| **Signature of Reporting Person | Date | |
| CCH II, LLC By: Jennifer A. Smith, Vice President /s/Jennifer A. Smith | 07/26/2024 | |
| **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) | Shares of Series B Convertible Preferred Stock are convertible, at the holder's election, at the conversion rate (as defined in the Certificate of Designation of Series B Convertible Preferred Stock), which was initially one-to-one, as adjusted (i) to reflect the 1-for-20 reverse stock split on December 20, 2023 and (ii) by accrued but unpaid dividends. Upon conversion, the holder will receive cash in lieu of fractional shares (if any). Shares of Series B Convertible Preferred Stock have no expiration date. |
| (2) | Represents the amount of Common Stock issuable upon conversion of the Series B Preferred Stock acquired on the transaction date, prior to the accrual of dividends. The Conversion Rate will continue to adjust to the extent there are additional accrued but unpaid dividends. The holders of Series B Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum. |
| (3) | The reported securities were received in respect of, and exchange for, accrued but unpaid dividends on Series B Convertible Preferred Stock with respect to annual dividend periods ending in 2023 and 2024. The acquired shares of Series B Convertible Preferred Stock, which were convertible into 220,954 shares of Common Stock on the transaction date (as such amount is increased in respect of accrued dividends), were received in exchange for an aggregate of $10,923,569 in accrued but unpaid dividends, representing an effective conversion price of $49.438 per share of Common Stock for the canceled dividend obligation. |
| (4) | Charter Communications Holding Company, LLC ("HoldCo") is the record holder of the reported shares. Spectrum Management Holding Company, LLC ("Spectrum Management") is the controlling parent company of HoldCo. Charter Communications Holdings, LLC ("Holdings") is the controlling parent company of Spectrum Management. CCH II, LLC ("CCH II") is the controlling parent company of Holdings. Charter Communications, Inc. is the controlling parent company of CCH II. |