7

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Time Warner Cable Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

88732J207

(CUSIP Number)
 

December 31, 2015

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
X Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 12 Pages)

 

______________________________

*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. 88732J207

13G/APage 2 of 12 Pages

 

1

NAME OF REPORTING PERSON

TCI Fund Management Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) X

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

16,233,532

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

16,233,532

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,233,532

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.732%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 88732J207

13G/APage 3 of 12 Pages

 

1

NAME OF REPORTING PERSON

The Children's Investment Fund Management (Cayman) Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) X

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

13,676,359

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

13,676,359

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,676,359

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.829%

12

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 88732J207

13G/APage 4 of 12 Pages

 

1

NAME OF REPORTING PERSON

The Children's Investment Master Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) X

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

13,676,359

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

13,676,359

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,676,359

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.829%

12

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 88732J207

13G/APage 5 of 12 Pages

 

1

NAME OF REPORTING PERSON

Talos Capital Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) X

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Ireland

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,557,173

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,557,173

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,557,173

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.903%

12

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 88732J207

13G/APage 6 of 12 Pages

 

1

NAME OF REPORTING PERSON

Christopher Hohn

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) X

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

16,233,532

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

16,233,532

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,233,532

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.732%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 88732J207

13G/APage 7 of 12 Pages

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Time Warner Cable Inc. (the "Company").  

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 60 Columbus Circle, New York, NY 10023.

 

Item 2(a). NAME OF PERSON FILING
   
  (i)  TCI Fund Management Limited, a United Kingdom private limited company ("TCIF UK"), with respect to the shares of Common Stock of the Company, par value $0.01 per share (the "Shares") held by the TCI Fund and Talos (each as defined below).
   
  Please note that, due to an internal restructuring on 29 June 2015, The Children's Investment Fund Management (UK) LLP transferred substantially all of its investment management business to TCIF UK.  This internal reorganization was undertaken by means of 'change of legal status' approved by the UK Financial Conduct Authority.  No change of ownership or control has occurred;
   
  (ii) The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF"), with respect to the Shares held by the TCI Fund;
   
  (iii) The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"), with respect to the Shares directly held by it;
   
  (iv) Talos Capital Limited, a private limited company incorporated under the laws of Ireland ("Talos"), with respect to the Shares directly held by it; and
   
  (v)  Christopher Hohn ("Mr. Hohn", and collectively with TCIF UK, TCIF, the TCI Fund and Talos, the "Reporting Persons"), with respect to the Shares directly held by the TCI Fund and Talos.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  (i) TCIF UK:  7 Clifford Street, London, W1S 2FT, United Kingdom;
   
  (ii) TCIF:  PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies;
   
  (iii) The TCI Fund:  PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies;
   
  (iv) Talos:  Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland; and
   
  (v) Mr. Hohn:  7 Clifford Street, London, W1S 2FT, United Kingdom.

 

 

CUSIP No. 88732J207

13G/APage 8 of 12 Pages

 

Item 2(c). CITIZENSHIP
   
  TCIF UK is a private limited company organized under the laws of the United Kingdom.  TCIF and the TCI Fund are exempted companies organized under the laws of the Cayman Islands.  Talos is a private limited company incorporated under the laws of Ireland.  Mr. Hohn is a citizen of the United Kingdom.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share

 

Item 2(e). CUSIP NUMBER
   
  88732J207

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

  

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

 

CUSIP No. 88732J207

13G/APage 9 of 12 Pages

 

Item 4. OWNERSHIP
   
  The TCI Fund falls under the management of both TCIF and TCIF UK.  Talos falls under the management of TCIF UK.  Christopher Hohn is the Managing Partner of TCIF UK and the 100% owner of TCIF.  By reason of the provisions of Rule 13d-3 of the Act, Mr. Hohn may be deemed to beneficially own the shares held by the TCI Fund and Talos.  
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of these shares.
   
  A. TCIF UK and Mr. Hohn.
   
    (a) Amount beneficially owned: 16,233,532
     
    (b) Percent of class: 5.732%  The percentages used herein and in the rest of this Schedule are calculated based upon the 283,197,551 shares of common stock issued and outstanding as of October 27, 2015 as reflected in the Company's quarterly report on Form 10-Q for the quarterly period ended September 30, 2015 filed by the Company on October 29, 2015  
     
    (c) Number of shares as to which the person has:
     
      (i) Sole power to vote or direct the vote: 0
       
      (ii) Shared power to vote or direct the vote: 16,233,532
       
      (iii) Sole power to dispose or direct the disposition: 0
       
      (iv) Shared power to dispose or direct the disposition: 16,233,532
   
  B.  TCIF and the TCI Fund.
   
    (a) Amount beneficially owned: 13,676,359
     
    (b) Percent of class: 4.829%  
     
    (c) Number of shares as to which the person has:
     
      (i) Sole power to vote or direct the vote: 0
       
      (ii) Shared power to vote or direct the vote: 13,676,359
       
      (iii) Sole power to dispose or direct the disposition: 0
       
      (iv) Shared power to dispose or direct the disposition: 13,676,359

 

 

CUSIP No. 88732J207

13G/APage 10 of 12 Pages

 

  C.  Talos.
   
    (a) Amount beneficially owned: 2,557,173
     
    (b) Percent of class: 0.903%  
     
    (c) Number of shares as to which the person has:
     
      (i) Sole power to vote or direct the vote: 0
       
      (ii) Shared power to vote or direct the vote: 2,557,173
       
      (iii) Sole power to dispose or direct the disposition: 0
       
      (iv) Shared power to dispose or direct the disposition: 2,557,173

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  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. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or 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.

 

 

CUSIP No. 88732J207

13G/APage 11 of 12 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 12, 2016

 

TCI Fund Management Limited    
     
     
/s/ Christopher Hohn    
Name:  Christopher Hohn    
Title:     Managing Partner    
     
     

THE CHILDREN'S INVESTMENT FUND

MANAGEMENT (CAYMAN) LTD.

    
     
     
/s/ David DeRosa    
Name:  David DeRosa    
Title:    Director    
     
     
THE CHILDREN'S INVESTMENT MASTER FUND    
     
     
/s/ David DeRosa    
Name:  David DeRosa    
Title:    Director    
     
     
TALOS CAPITAL LIMITED    
     
     
/s/ Jackie Gilroy    
Name:  Jackie Gilroy    
Title:    Director    
     
     
/s/ Christopher Hohn    
Christopher Hohn    

 

 

CUSIP No. 88732J207

13G/APage 12 of 12 Pages

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: February 12, 2016

 

TCI Fund Management Limited    
     
     
/s/ Christopher Hohn    
Name:  Christopher Hohn    
Title:     Managing Partner    
     
     

THE CHILDREN'S INVESTMENT FUND

MANAGEMENT (CAYMAN) LTD.

    
     
     
/s/ David DeRosa    
Name:  David DeRosa    
Title:    Director    
     
     
THE CHILDREN'S INVESTMENT MASTER FUND    
     
     
/s/ David DeRosa    
Name:  David DeRosa    
Title:    Director    
     
     
TALOS CAPITAL LIMITED    
     
     
/s/ Jackie Gilroy    
Name:  Jackie Gilroy    
Title:    Director    
     
     
/s/ Christopher Hohn    
Christopher Hohn