UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Charter Communications, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
16117M107
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(CUSIP Number)
December 31, 2006
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 16117M107 SCHEDULE 13G Page 2 of 11
1 Name of Reporting Person STEELHEAD PARTNERS, LLC
IRS Identification No. of Above Person 91-1740598
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 29,729,656
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 29,729,656
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 29,729,656
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 7.0%
12 Type of Reporting Person IA
CUSIP No. 16117M107 SCHEDULE 13G Page 3 of 11
1 Name of Reporting Person J-K NAVIGATOR FUND, L.P.
IRS Identification No. of Above Person 91-1752823
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization DELAWARE
NUMBER OF 5 Sole Voting Power 19,694,773
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 19,694,773
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 19,694,773
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 4.7%
12 Type of Reporting Person PN
CUSIP No. 16117M107 SCHEDULE 13G Page 4 of 11
1 Name of Reporting Person JAMES MICHAEL JOHNSTON
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization UNITED STATES
NUMBER OF 5 Sole Voting Power 29,729,656
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 29,729,656
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 29,729,656
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 7.0%
12 Type of Reporting Person IN/HC
CUSIP No. 16117M107 SCHEDULE 13G Page 5 of 11
1 Name of Reporting Person BRIAN KATZ KLEIN
IRS Identification No. of Above Person
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization UNITED STATES
NUMBER OF 5 Sole Voting Power 29,729,656
SHARES
BENEFICIALLY 6 Shared Voting Power 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 29,729,656
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each 29,729,656
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 7.0%
12 Type of Reporting Person IN/HC
CUSIP No. 16117M107 SCHEDULE 13G Page 6 of 11
Item 1(a). Name of Issuer:
Charter Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
12405 Powerscourt Drive
St. Louis, MO 63131
Item 2(a). Names of Persons Filing:
Steelhead Partners, LLC ("Steelhead")
J-K Navigator Fund, L.P. ("Navigator")
James Michael Johnston
Brian Katz Klein
Item 2(b). Address of Principal Business Office or, if none, Residence:
The business address of each reporting person is 1301 First
Avenue, Suite 201, Seattle, WA 98101.
Item 2(c). Citizenship:
Reference is made to Item 4 of pages 2, 3, 4 and 5 of this
Schedule 13G (this "Schedule"), which Items are incorporated by
reference herein.
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
16117M107
Item 3. If this statement is filed pursuant to sections 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).
CUSIP No. 16117M107 SCHEDULE 13G Page 7 of 11
(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with section 240.13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in accordance
with section 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 section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of pages 2, 3, 4,
and 5 of this Schedule, which Items are incorporated by reference
herein.
Steelhead, as general partner of Navigator, and J. Michael
Johnston and Brian K. Klein, as the member-managers of Steelhead,
may be deemed to beneficially own the securities owned by
Navigator insofar as they may be deemed to have the power to
direct the voting or disposition of such securities.
Neither the filing of this Schedule nor any of its contents shall
be deemed to constitute an admission that any of Steelhead,
Mr. Johnston or Mr. Klein is, for any purpose, the beneficial
owner of any of the securities to which this Schedule relates
(the "Securities"), and Steelhead, Mr. Johnston and Mr. Klein
disclaim beneficial ownership as to the Securities, except to the
extent of their respective pecuniary interests therein.
Under the definition of "beneficial ownership" in Rule 13d-3 under
the Securities Exchange Act of 1934, it is also possible that the
individual general partners, executive officers, and members of
the foregoing entities might be deemed the "beneficial owners" of
some or all of the Securities insofar as they may be deemed to
share the power to direct the voting or disposition of such
Securities. Neither the filing of this Schedule nor any of its
contents shall be deemed to constitute an admission that any of
such individuals is, for any purpose, the beneficial owner of any
of the Securities, and such beneficial ownership is expressly
disclaimed.
CUSIP No. 16117M107 SCHEDULE 13G Page 8 of 11
The calculation of percentage of beneficial ownership in item 11
of pages 2, 3, 4 and 5 was derived from the Issuer's Quarterly
Report on Form 10-Q filed with the Securities and Exchange
Commission on October 31, 2006, in which the Issuer stated that
the number of shares of Class A Common Stock outstanding as of
September 30, 2006 was 426,699,355.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X] as to Navigator.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Steelhead is filing this Schedule because, as investment manager
for certain accounts in which the Securities are held, Steelhead
has been granted the authority to dispose of and vote those
Securities. Each entity that owns an account has the right to
receive or the power to direct the receipt of, dividend from, or
the proceeds from the sale of, the Securities held in the account.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP No. 16117M107 SCHEDULE 13G Page 9 of 11
Signature
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 7, 2007 STEELHEAD PARTNERS, LLC
By:/s/ James Michael Johnston
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James Michael Johnston
Its Member-Manager
JAMES MICHAEL JOHNSTON
/s/ James Michael Johnston
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James Michael Johnston
BRIAN KATZ KLEIN
/s/ Brian Katz Klein
--------------------
Brian Katz Klein
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 7, 2007 J-K NAVIGATOR FUND, L.P.
By: Steelhead Partners, LLC,
its General Partner
By:/s/ James Michael Johnston
--------------------------
James Michael Johnston
Its Member Manager
CUSIP No. 16117M107 SCHEDULE 13G Page 10 of 11
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 11
CUSIP No. 16117M107 SCHEDULE 13G Page 11 of 11
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13G to evidence the agreement
of the below-named parties, in accordance with rules promulgated pursuant
to the Securities Exchange Act of 1934, to file this Schedule, as it may
be amended, jointly on behalf of each of such parties.
Dated: February 7, 2007 STEELHEAD PARTNERS, LLC
By:/s/ James Michael Johnston
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James Michael Johnston
Its Member-Manager
J-K NAVIGATOR FUND, L.P.
By: Steelhead Partners, LLC,
its General Partner
By:/s/ James Michael Johnston
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James Michael Johnston
Its Member Manager
JAMES MICHAEL JOHNSTON
/s/ James Michael Johnston
--------------------------
James Michael Johnston
BRIAN KATZ KLEIN
/s/ Brian Katz Klein
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Brian Katz Klein