(CHTR)

Role: Director, 10%+ Owner
Signature: Liberty Broadband Corporation; By: /s/ Brittany A. Uthoff; Name: Brittany A. Uthoff; Title: Vice President
Stock symbol: CHTR
Transactions as of: Mar 18, 2025
Transactions value $: $6,494,000
Form type: 4
Date filed: 3/20/2025, 04:15 PM
Previous filing: Mar 13, 2025
Next filing: Mar 26, 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CHTR	3.125% Exch. Senior Debentures due 2054 (obligation to sell)	Conversion of derivative security	$6.49M				$854M	Mar 18, 2025	Class A Common Stock	20.3K		Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each $1,000 principal amount of 3.125% exchangeable senior debentures due 2054 (the "Debentures") is exchangeable for 3.1238 shares of the issuer's Class A common stock, par value $0.001 per share (the "Common Stock"), which includes a change of control premium of 0.5796 shares of Common Stock. Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, the reporting person shall settle in cash.
F2	Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures may put them to the reporting person on December 15, 2028, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after December 15, 2028 at any time, or (ii) in whole or in part, prior to December 15, 2028, after the occurrence of certain conditions or events.
F3	The expiration date for the Debentures is June 30, 2054.
F4	On March 18, 2025, the election by a holder of an aggregate of $6,494,000 in original principal amount of Debentures to exchange such Debentures for cash having a value equal to the current market price of the reference shares, to be determined by the average of the daily volume weighted average price of the Common Stock for the 20 trading day period commencing on the fourth trading day following April 2, 2025, became irrevocable.

Remarks:

Each Debenture is exchangeable at the option of the holder as a result of a change of control under the indenture for the Debentures resulting from the previously disclosed proposed acquisition of the reporting person by the issuer, and is also exchangeable, subject to certain terms and conditions, during specified periods after: (i) the calendar quarter ending March 31, 2025, if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the Debenture; (ii) March 31, 2025, if the trading price of a Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to December 15, 2028; (iv) the Debenture is called for redemption; and (v) the issuer of the Common Stock declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the principal amount of the Debentures to $0.00 or such principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time after October 1, 2028 until the close of business on the second scheduled trading day immediately preceding December 15, 2028, and at any time after April 1, 2054 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures.