(Amendment No. 1)*
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Charter Communications, Inc.
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CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE
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16117M305
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Arthur R. Block, Esq.
Senior Vice President,
General Counsel and Secretary
Comcast Corporation
One Comcast Center
Philadelphia, Pennsylvania 19103-2838
(215) 286-1700
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Copy to:
David L. Caplan, Esq.
William J. Chudd, Esq.
Bruce K. Dallas, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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(1)
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Names of reporting persons
Comcast Corporation
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(2)
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Check the appropriate box if a member of a group
(a) o
(b) x
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(3)
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SEC use only
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(4)
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Source of funds
OO
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(5)
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
o
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(6)
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Citizenship or place of organization
Pennsylvania
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Number of shares beneficially owned by each reporting person with:
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(7)
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Sole voting power
0
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(8)
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Shared voting power
27,755,422*
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
27,755,422*
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(12)
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Check if the aggregate amount in Row (11) excludes certain shares
o
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(13)
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Percent of class represented by amount in Row (11)
25.5%**
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(14)
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Type of reporting person
CO
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*
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Excludes Liberty Media Corporation’s 1,083,296 warrants to purchase shares of Charter Communications, Inc.’s Class A Common Stock.
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**
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For purposes of calculating beneficial ownership of Comcast Corporation, the total number of shares of Charter Communications, Inc.’s Class A Common Stock outstanding is 108,644,877 as of June 30, 2014, as reported by Charter Communications, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed with the Securities and Exchange Commission on July 31, 2014.
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Exhibit No.
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Description
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99.3
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Assignment and Assumption Agreement dated as of October 2, 2014 among Comcast Corporation, Liberty Media Corporation and Liberty Broadband Corporation.
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Comcast Corporation
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By
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/s/ Arthur R. Block |
Name: Arthur R. Block
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Title: Senior Vice President, General Counsel and Secretary
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Exhibit No.
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Description
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99.1*
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Comcast/Charter Transactions Agreement dated as of April 25, 2014 between Comcast Corporation and Charter Communications, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Comcast Corporation on April 28, 2014).
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99.2*
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Voting Agreement dated as of April 25, 2014 between Comcast Corporation and Liberty Media Corporation (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by Comcast Corporation on April 28, 2014).
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99.3
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Assignment and Assumption Agreement dated as of October 2, 2014 among Comcast Corporation, Liberty Media Corporation and Liberty Broadband Corporation.
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