Form 4 for CHTR Charter Communications
Accepted 2021-08-18 00:00:00 ET · period of report 2021-08-16 · accession 0001387131-21-008730 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-08-18 | 2021-08-16+ | CHTR | Newhouse Michael A | Dir | J - Other | $785.13 | +394.8K | 3.14M | +14% | +$309.96M |
| DMI | 2021-08-18 | 2021-08-16+ | CHTR | Newhouse Michael A | Dir | X - OptEx | $371.52 | -394.8K | 3.07M | -11% | -$146.67M |
| DMI | 2021-08-18 | 2021-08-16+ | CHTR | Newhouse Michael A | Dir | J - Other | $0.00 | -394.8K | 723.8K | -35% | $0 |
| DMI | 2021-08-18 | 2021-08-16+ | CHTR | Newhouse Michael A | Dir | X - OptEx | $0.00 | -394.8K | 723.8K | -35% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-08-18 | J | A | 65,799 | $789.04 | 3,136,511 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 2 | Common | Common Stock | 2021-08-16 | X | D | 65,798 | $371.52 | 3,070,713 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 3 | Common | Common Stock | 2021-08-16 | J | A | 65,799 | $778.99 | 3,136,511 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 4 | Common | Common Stock | 2021-08-16 | X | D | 65,799 | $371.52 | 3,070,712 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 5 | Common | Common Stock | 2021-08-18 | X | D | 65,798 | $371.52 | 3,070,713 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 6 | Common | Common Stock | 2021-08-18 | J | A | 65,798 | $789.04 | 3,136,511 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 7 | Common | Common Stock | 2021-08-16 | J | A | 65,798 | $778.99 | 3,136,511 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 8 | Common | Common Stock | 2021-08-17 | X | D | 65,799 | $371.52 | 3,070,712 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 9 | Common | Common Stock | 2021-08-17 | X | D | 65,798 | $371.52 | 3,070,713 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 10 | Common | Common Stock | 2021-08-17 | J | A | 65,799 | $787.36 | 3,136,511 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 11 | Common | Common Stock | 2021-08-17 | J | A | 65,798 | $787.36 | 3,136,511 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 12 | Common | Common Stock | 2021-08-18 | X | D | 65,799 | $371.52 | 3,070,712 | I Indirect Interest in a Partnership | — | — | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 13 | Derivative | Put option (right to sell) | 2021-08-18 | J | D | 65,799 | $0.00 | 592,191 | I Indirect Interest in a Partnership | $247.49 · 2021-08-18 to 2021-08-18 | 65,799 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 14 | Derivative | Call option (obligation to sell) | 2021-08-18 | X | D | 65,799 | $0.00 | 592,191 | I Indirect Interest in a Partnership | $371.52 · 2021-08-18 to 2021-08-18 | 65,799 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 15 | Derivative | Call option (obligation to sell) | 2021-08-16 | X | D | 65,799 | $0.00 | 723,789 | I Indirect Interest in a Partnership | $371.52 · 2021-08-16 to 2021-08-16 | 65,799 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. (F5) The Reporting Person, by virtue of his affiliations with Advance Long-Term Management Trust, a New Jersey trust ("ALTMT"), Advance Publications, Inc., a New York corporation ("API") and Newhouse Broadcasting Corporation ("NBCo"), and affiliation with and interest in other non-controlling holders of equity of API and NBCo, may be deemed to beneficially own the Common Stock and Units owned directly by A/N. ALTMT is the general partner of Newhouse Family Holdings, L.P., a Delaware limited partnership, which owns all of the voting shares of API. API and NBCo indirectly own all of the partnership interests of A/N. |
| 16 | Derivative | Put option (right to sell) | 2021-08-16 | J | D | 65,799 | $0.00 | 723,789 | I Indirect Interest in a Partnership | $247.49 · 2021-08-16 to 2021-08-16 | 65,799 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 17 | Derivative | Call option (obligation to sell) | 2021-08-18 | X | D | 65,798 | $0.00 | 592,171 | I Indirect Interest in a Partnership | $371.52 · 2021-08-18 to 2021-08-18 | 65,798 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 18 | Derivative | Put option (right to sell) | 2021-08-18 | J | D | 65,798 | $0.00 | 592,171 | I Indirect Interest in a Partnership | $247.49 · 2021-08-18 to 2021-08-18 | 65,798 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 19 | Derivative | Put option (right to sell) | 2021-08-17 | J | D | 65,798 | $0.00 | 657,969 | I Indirect Interest in a Partnership | $247.49 · 2021-08-17 to 2021-08-17 | 65,798 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 20 | Derivative | Call option (obligation to sell) | 2021-08-17 | X | D | 65,798 | $0.00 | 657,969 | I Indirect Interest in a Partnership | $371.52 · 2021-08-17 to 2021-08-17 | 65,798 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 21 | Derivative | Put option (right to sell) | 2021-08-17 | J | D | 65,799 | $0.00 | 657,990 | I Indirect Interest in a Partnership | $247.49 · 2021-08-17 to 2021-08-17 | 65,799 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 22 | Derivative | Call option (obligation to sell) | 2021-08-17 | X | D | 65,799 | $0.00 | 657,990 | I Indirect Interest in a Partnership | $371.52 · 2021-08-17 to 2021-08-17 | 65,799 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 23 | Derivative | Put option (right to sell) | 2021-08-16 | J | D | 65,798 | $0.00 | 723,767 | I Indirect Interest in a Partnership | $247.49 · 2021-08-16 to 2021-08-16 | 65,798 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |
| 24 | Derivative | Call option (obligation to sell) | 2021-08-16 | X | D | 65,798 | $0.00 | 723,767 | I Indirect Interest in a Partnership | $371.52 · 2021-08-16 to 2021-08-16 | 65,798 Common Stock | (F2) Pursuant to the Transaction with the relevant Bank, on the transaction date listed above, the Bank's call option was automatically exercised with respect to the portion of the Transaction expiring on such date, and, because the relevant Transaction is cash settled, in lieu of delivering Common Stock to the Bank, A/N paid to the Bank, for each share of Common Stock underlying such call options, the excess of the volume weighted average price of the Common Stock on the relevant transaction date over the strike price of $371.5202 with respect to such call option. On the same date, the related put option with respect to an equal number of shares of Common Stock expired unexercised. The (F1) As previously disclosed, on August 6, 2018, Advance/Newhouse Partnership ("A/N") established a credit facility backed by an equity collar transaction and an aggregate of 6,000,000 Class B Common Units of Charter Communications Holdings, LLC ("Units") to provide financial flexibility to support its ongoing estate planning and its investment program and for other general corporate purposes. A/N entered into Share Collar Transactions (the "Transactions") with unaffiliated banks (each, a "Bank"), pursuant to which A/N wrote European call options and purchased European put options over an aggregate of 6,000,000 shares of Class A common stock (the "Common Stock") of Charter Communications, Inc. (the "Issuer"). The Transactions expire evenly over a series of expiration dates from August 16, 2021 to August 31, 2021, inclusive. (F4) The Reporting Person disclaims beneficial ownership of the Common Stock and Units owned by A/N and the put and call Options listed in Table 2 and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such Common Stock, Units or options for purposes of Section 16 or for any other purpose. (F3) The settlement of the Transactions occurred pursuant to the formulas set forth in the Transaction agreements at the time they were entered into, and the reported sales of the Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-6(b) thereunder. |