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 *
Oaktree Opportunities Investments, L.P.
  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)
333 SOUTH GRAND AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2012
(Street)

LOS ANGELES, CA 90071
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
CodeVAmount(A) or (D)Price
CLASS A COMMON STOCK 12/03/2012   S   139,708 D $ 70.58 13,207,661 D (1) (2) (3) (4) (5)  
CLASS A COMMON STOCK 12/04/2012   S   370,592 D $ 70.29 12,837,069 D (1) (2) (3) (4) (5)  
CLASS A COMMON STOCK 12/05/2012   S   173,619 D $ 70.23 12,663,450 D (1) (2) (3) (4)  

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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
Oaktree Opportunities Investments, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X   X    
Oaktree Fund GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X   X    
OAKTREE FUND GP I, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X   X    
Oaktree Capital I, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X   X    
OCM HOLDINGS I, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X   X    
OAKTREE HOLDINGS, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA 90071
  X   X    
Oaktree Capital Group, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X   X    
Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X   X    

Signatures

 See signatures included in Exhibit 99.1  12/05/2012
**Signature of Reporting PersonDate

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)The amount reported includes an aggregate of (a) 13,207,661 shares of the Class A Common Stock of which Oaktree Opportunities Investments, L.P. ("OOI") is the direct owner on December 3, 2012 (b) 12,837,069 shares of Class A Common Stock of which OOI is the direct owner on December 4, 2012 and (c) 12,663,450 shares of Class A Common Stock of which OOI is the direct owner on December 5, 2012.
(2)The general partner of OOI is Oaktree Fund GP, LLC ("GP"). The managing member of GP is Oaktree Fund GP I, L.P. ("GP I"). The general partner of GP I is Oaktree Capital I, L.P. ("Capital I"). The general partner of Capital I is OCM Holdings I, LLC ("Holdings I"). The managing member of Holdings I is Oaktree Holdings, LLC ("Holdings"). The managing member of Holdings is Oaktree Capital Group, LLC ("OCG"). The duly elected manager of OCG is Oaktree Capital Group Holdings GP, LLC ("OCGH GP" and collectively with OOI, GP, GP I, Capital I, Holdings I, OCG and Holdings, the "Reporting Persons"). (cont'd in FN 3)
(3)(cont'd from FN 2) OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and Kevin L. Clayton (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
(4)The Reporting Persons may be deemed directors by virtue of (i) Bruce A. Karsh and Edgar Lee, both of whom are officers or their equivalents of GP I, the managing member of the general partner of OOI, who serve as directors appointed on behalf of OOI or (ii) their being assignees of all economic, pecuniary and voting rights of such director's compensation.
(5)Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement except to the extent of such person's pecuniary interest therein, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Unassociated Document
Exhibit 99.1:

This Statement on Form 4 is filed jointly by the Reporting Persons listed below.  The principal business address of each of these Reporting Persons is 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Name of Designated Filer: Oaktree Opportunities Investments, L.P.

Date of Event Requiring Statement: December 3, 2012

Issuer Name and Ticker or Trading Symbol: CHTR
 
 
OAKTREE OPPORTUNITIES INVESTMENTS, L.P
 
       
 
By:
Its:  
Oaktree Fund GP, LLC
General Partner
 
         
 
By:
Its:  
Oaktree Fund GP I, L.P.
Managing Member
 
         
 
By:
/s/ Richard Ting
 
 
Name: Richard Ting
 
 
Title:   Authorized Signatory
 
           
 
By:
/s/  Emily Alexander
 
 
Name: Emily Alexander
 
 
Title:   Authorized Signatory
 
 
 
 
OAKTREE FUND GP, LLC
 
       
 
By:
Its:
Oaktree Fund GP I, L.P.
Managing Member
 
       
 
By:
/s/ Richard Ting
 
 
Name: Richard Ting
 
 
Title:   Authorized Signatory
 
           
 
By:
/s/  Emily Alexander
 
 
Name: Emily Alexander
 
 
Title:   Authorized Signatory
 
 
 
 
Page 1 of 3

 
 
 
 
OAKTREE FUND GP I, L.P.
 
       
 
By:
/s/ Richard Ting
 
 
Name: Richard Ting
 
 
Title:   Authorized Signatory
 
           
 
By:
/s/  Emily Alexander
 
 
Name: Emily Alexander
 
 
Title:   Authorized Signatory
 
 
 
 
OAKTREE CAPITAL I, L.P.
 
       
 
By:
Its:  
OCM Holdings I, LLC
General Partner
 
         
 
By:
/s/ Richard Ting
 
 
Name: Richard Ting
 
 
Title:   Managing Director and Associate
General Counsel
 
           
 
By:
/s/  Emily Alexander
 
 
Name: Emily Alexander
 
 
Title:   Managing Director
 
 
 
 
OCM HOLDINGS I, LLC
 
       
 
By:
/s/ Richard Ting
 
 
Name: Richard Ting
 
 
Title:   Managing Director and Associate
General Counsel
 
           
 
By:
/s/  Emily Alexander
 
 
Name: Emily Alexander
 
 
Title:   Managing Director
 
 
 
 
Page 2 of 3

 
 
 
 
OAKTREE HOLDINGS, LLC
 
       
 
By:
Its: 
Oaktree Capital Group, LLC
Managing Member
 
       
 
By:
/s/ Richard Ting
 
 
Name: Richard Ting
 
 
Title:   Managing Director, Associate General Counsel
and Assistant Secretary
 
           
 
By:
/s/  Emily Alexander
 
 
Name: Emily Alexander
 
 
Title:   Managing Director
 
 
 
 
OAKTREE CAPITAL GROUP, LLC
 
       
 
By:
/s/ Richard Ting
 
 
Name: Richard Ting
 
 
Title:   Managing Director, Associate General Counsel and Assistant Secretary
 
           
 
By:
/s/  Emily Alexander
 
 
Name: Emily Alexander
 
 
Title:   Managing Director
 
 
 
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
 
       
 
By:
/s/ Richard Ting
 
 
Name: Richard Ting
 
 
Title:   Managing Director and Associate
General Counsel
 
           
 
By:
/s/  Emily Alexander
 
 
Name: Emily Alexander
 
 
Title:   Managing Director
 
 
 
 
 
 
 
 
 
Page 3 of 3