Edgar Filing: CHARTER COMMUNICATIONS INC /MO/

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ALLEN PAUL G

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

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2009

(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.
	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)

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

Options to Purchase Class A Common Stock

$ 23.09

11/30/2009

J⁽¹⁾⁽²⁾

10,000

⁽¹⁾⁽²⁾

Class A Common Stock

10,000

⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽³⁾

11/30/2009

J⁽¹⁾⁽⁴⁾

50,000

⁽¹⁾⁽⁴⁾

Class A Common Stock

50,000 ⁽³⁾

⁽¹⁾ ⁽⁴⁾

Class A Common Membership Units ⁽⁵⁾

⁽³⁾ ⁽⁶⁾

11/30/2009

J⁽¹⁾⁽⁴⁾

324,300,479

⁽¹⁾⁽⁴⁾

Class A Common Stock

324,300,479 ⁽³⁾ ⁽⁶⁾

⁽¹⁾ ⁽⁴⁾

See Footnote ⁽⁵⁾

Class C Common Membership Units ⁽⁷⁾

⁽³⁾ ⁽⁶⁾

11/30/2009

J⁽¹⁾⁽⁴⁾

14,831,552

⁽¹⁾⁽⁴⁾

Class A Common Stock

14,831,552 ⁽³⁾ ⁽⁶⁾

⁽¹⁾ ⁽⁴⁾

See Footnote ⁽⁷⁾

Subordinated Accreting Note ⁽⁸⁾

⁽³⁾ ⁽⁶⁾ ⁽⁹⁾

11/30/2009

J⁽¹⁾⁽⁴⁾

1 ⁽⁹⁾

⁽¹⁾⁽⁴⁾

Class A Common Stock

42,266,030 ⁽³⁾ ⁽⁶⁾ ⁽⁹⁾

⁽¹⁾ ⁽⁴⁾

See Footnote ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ALLEN PAUL G C/O CHARTER COMMUNICATIONS, INC. 12405 POWERSCOURT DRIVE ST. LOUIS, MO 63131	X	X

Signatures

/s/ William L. McGrath, Attorney-in-fact for Paul G. Allen		12/02/2009
^**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)	On November 30, 2009 (the "Effective Date"), the Issuer, Charter Investment, Inc. ("CII") and certain direct and indirect subsidiaries of the Issuer (collectively, the "Debtors") consummated their reorganization under chapter 11 of title 11 of the United States Code and the joint plan of reorganization of the Debtors (the "Plan") became effective.
(2)	Pursuant to the Plan, on the Effective Date, among other things, all of the unexercised options to purchase Class A Common Stock of the Issuer were cancelled.
(3)	Class B Common Stock of the Issuer was convertible at any time into Class A Common Stock of the Issuer on a one-for-one basis.
(4)	Pursuant to the Plan, on the Effective Date, among other things, all of the shares of Class A Common Stock and Class B Common Stock of the Issuer were cancelled and the Issuer ceased to be the issuer of any class of equity security registered pursuant to Section 12 of the Securities Exchange Act of 1934.
(5)	Class A Common Membership Units ("Class A Units") of Charter Communications Holding Company, LLC ("Charter Holdco") held by CII. The Reporting Person is the sole stockholder of CII.
(6)	CII had an exchange option with the Issuer giving CII the right to exchange both its Class A Units and Class C Units for shares of Class B Common Stock of the Issuer on a one-for-one basis.
(7)	Class C Common Membership Units ("Class C Units") of Charter Holdco held by CII. The Reporting Person is the sole stockholder of CII.
(8)	CCHC, LLC Subordinated Accreting Note (the "Note") held by CII. The Reporting Person is the sole stockholder of CII.
(9)	The Note was exchangeable for Class A Units. The Note's exchange price was subject to adjustment upon the occurrence of certain dilutive events. As of November 29, 2009, the accreted value of the Note was $84,532,060 and the Note was exchangeable into 42,266,030 Class A Units.

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