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 *
Rutledge Thomas
  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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last)
(First)
(Middle)
C/O CHARTER COMMUNICATIONS, INC., 400 ATLANTIC STREET
3. Date of Earliest Transaction (Month/Day/Year)
04/25/2016
(Street)

STAMFORD, CT 06901
4. If Amendment, Date Original Filed(Month/Day/Year)
04/27/2016
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

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Vesting Stock Options $ 201.56 (1) 04/25/2016   A   1,000,000 (1) (2)     (3) 04/25/2026 Class A Common Stock 1,000,000 $ 0 1,000,000 D  
Performance Vesting Stock Options $ 210.08 (1) 04/26/2016   A   800,000 (1) (2)     (4) 04/26/2026 Class A Common Stock 800,000 $ 0 800,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rutledge Thomas
C/O CHARTER COMMUNICATIONS, INC.
400 ATLANTIC STREET
STAMFORD, CT 06901
  X     Chairman, President and CEO  

Signatures

 /s/Daniel J. Bollinger as attorney-in-fact for Thomas M. Rutledge   06/21/2016
**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) In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the exercise price and performance targets (divided by .9042) and the number of options (multiplied by .9042). As the grants occurred before the Time Warner Cable Inc. transactions, the number of shares, exercise prices and performance targets in this Form 4 were not adjusted for purposes of this filing.
(2) This award was incorrectly reported as 1,800,000 options granted on April 25, 2016. The actual award was 1,000,000 options granted on April 25, 2016 and 800,000 options granted on April 26, 2016.
(3) Stock options granted on April 25, 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 200,000 shares subject to the attainment of a $262 per-share hurdle (with a 10-year term); 200,000 shares subject to the attainment of a $330 per-share hurdle (with a 10-year term); 200,000 shares subject to the attainment of a $412 per-share hurdle (with a 10-year term); 200,000 shares subject to the attainment of a $449 per-share hurdle (with a 10-year term); and 200,000 shares subject to the attainment of a $510 per-share hurdle (with a 10-year term). One third of the stock options will be first eligible to vest on each of the third, fourth and fifth anniversaries of the date of grant subject to achievement of the applicable per-share price hurdles. Any options that have not vested within 6 years from the date of grant will be cancelled.
(4) Stock options granted on April 26, 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 160,000 shares subject to the attainment of a $262 per-share hurdle (with a 10-year term); 160,000 shares subject to the attainment of a $330 per-share hurdle (with a 10-year term); 160,000 shares subject to the attainment of a $412 per-share hurdle (with a 10-year term); 160,000 shares subject to the attainment of a $449 per-share hurdle (with a 10-year term); and 160,000 shares subject to the attainment of a $510 per-share hurdle (with a 10-year term). One third of the stock options will be first eligible to vest on each of the third, fourth and fifth anniversaries of the date of grant subject to achievement of the applicable per-share price hurdles. Any options that have not vested within 6 years from the date of grant will be cancelled.

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