ITEM 1.	(a)	Name of Issuer:
		Charter Communications, Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices:
		12405 Powerscourt Drive
		St. Louis, Missouri 63131
ITEM 2.	(a)	Name of Person Filing:
		This Schedule 13G is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit I, by: (1)  Oaktree Opportunities Investments, L.P. (“OOI”) in its capacity as the direct owner of 19,725,105 shares of Class A Common Stock; (2)  Oaktree Fund GP, LLC (“GP”) in its capacity as the general partner of OOI; (3)  OCM FIE, LLC (“FIE”) in its capacity as the assignee of all economic, pecuniary and voting rights to 2,536 shares of restricted stock granted January 21, 2010 and which fully vested on November 30, 2010; (4)  Oaktree Capital Management, L.P. (“OCM”) in its capacity as the managing member of FIE; (5)  Oaktree Holdings, Inc. (“Holdings Inc.”) in its capacity as the general partner of OCM; (6)  OCM Opportunities Fund V, L.P. (“OCM V”) in its capacity as the direct owner of 95,743 Class A Common Stock Warrants; (7)  OCM Opportunities Fund V GP, L.P. (“V GP”) in its capacity as the general partner of OCM V; (8)  OCM Opportunities Fund VI, L.P. (“OCM VI”) in its capacity as the direct owner of 215,108 Class A Common Stock Warrants; (9)  OCM Opportunities Fund VI GP, L.P. (“VI GP”) in its capacity as the general partner of OCM VI; (10)  OCM Opportunities Fund VII Delaware, L.P. (“OCM VII”) in its capacity as the direct owner of 104,553 Class A Common Stock Warrants; (11)  OCM Opportunities Fund VII Delaware GP Inc. (“VII GP”) in its capacity as the general partner of OCM VII; (12)  OCM Opportunities Fund VII, L.P. (“Fund VII”) in its capacity as the sole shareholder of VII GP; (13)  OCM Opportunities Fund VII GP, L.P. (“Fund VII GP”) in its capacity as the general partner of Fund VII; (14)  OCM Opportunities Fund VII GP Ltd. (“Fund VII GP Ltd.”) in its capacity as the general partner of Fund VII GP; (15)  Oaktree Value Opportunities Fund, L.P. (“VOF”) in its capacity as the direct owner of 13,140 Class A Common Stock Warrants; (16)  Oaktree Value Opportunities Fund GP, L.P. (“VOF GP”) in its capacity as the general partner of VOF; (17)  Oaktree Value Opportunities Fund GP Ltd. (“VOF GP Ltd.”) in its capacity as the general partner of VOF GP; (18)  Oaktree Fund GP I, L.P. (“GP I”) in its capacity as the managing member of GP, the general partner of V GP and VI GP and the sole shareholder of Fund VII GP Ltd. and VOF GP Ltd; (19)  Oaktree Capital I, L.P. (“Capital I”) in its capacity as the general partner of GP I; (20)  OCM Holdings I, LLC (“Holdings I”) in its capacity as the general partner of Capital I; (21)  Oaktree Holdings, LLC (“Holdings”) in its capacity as the managing member of Holdings I; (22)  Oaktree Capital Group, LLC (“OCG”) in its capacity as the managing member of Holdings and the sole shareholder of Holdings Inc.; (23)  Oaktree Capital Group Holdings, L.P. (“OCGH”) in its capacity as the holder of a majority of the voting units of OCG; and (24)  Oaktree Capital Group Holdings GP, LLC (“OCGH GP” and, together with OOI, GP, FIE, OCM, Holdings Inc., OCM V, V GP, OCM VI, VI GP, OCM VII, VII GP, Fund VII, Fund VII

 

 

 

		GP, Fund VII GP Ltd., VOF, VOF GP, GP I, Capital I, Holdings I, Holdings, OCG, OCGH and OCGH GP, collectively, the “Reporting Persons” and, each individually, a “Reporting Person”) in its capacity as the general partner of OCGH. 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.
	(b)	Address of Principal Business Office, or if None, Residence:
		The principal business address of each of the Reporting Persons is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
	(c)	Citizenship:
		See Item 4 on the cover page(s) hereto.
	(d)	Title of Class of Securities:
		Class A Common Stock, $0.001 par value per share
	(e)	CUSIP Number:
		16117M305
ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
	(a)	[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
	(b)	[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
	(c)	[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
	(d)	[__]  Investment company registered under Section 8 of the Investment Company Act         of 1940 (15 U.S.C. 80a-8)
	(e)	[__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
	(f)	[__]  An employee benefit plan or endowment fund in accordance with ss.240.         13d-1(b)(1)(ii)(F);
	(g)	[__]  A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
	(h)	[__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
	(i)	[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
	(j)	[__]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J.
ITEM 4.	OWNERSHIP
	(a)	Amount beneficially owned:
		See Item 9 on the cover page(s) hereto.
	(b)	Percent of class:
		See Item 11 on the cover page(s) hereto.
		All calculations of percentage ownership in this Schedule 13G are based on (i) a total of 112,394,748 shares of Class A Common Stock outstanding as of September 30, 2010, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 3, 2010 and (ii) a total of 2,241,299 shares of Class B Common Stock outstanding as of January 18, 2011 having been converted into a like number of shares of Class A Common Stock of the Issuer, pursuant to the unanimous vote of the disinterested members of the board of directors of the Issuer, which vote was disclosed in a current report on Form 8-K filed on January 19, 2011.
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote
			See Item 5 on the cover page(s) hereto.
		(ii)	Shared power to vote or to direct the vote
			See Item 6 on the cover page(s) hereto.
		(iii)	Sole power to dispose or to direct the disposition of
			See Item 7 on the cover page(s) hereto.
		(iv)	Shared power to dispose or to direct the disposition of
			See Item 8 on the cover page(s) hereto.