Accession Number: | 0000947871-19-000952 |
Date: | 2019-12-06 |
Issuer: | ALTICE USA, INC. (ATUS) |
Original Submission Date: |
NEXT ALT S.A.R.L.
5, RUE EUGENE RUPPERT
GRAND DUCHY OF LUXEMBOURG, N4 L-2453
DRAHI PATRICK
5, RUE EUGENE RUPPERT
GRAND DUCHY OF LUXEMBOURG, N4 L-2453
A4 S.A.
5, RUE EUGENE RUPPERT
GRAND DUCHY OF LUXEMBOURG, N4 L-2453
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
CLASS A COMMON STOCK | 2019-12-06 | C | 1,806,232 | a | $0.00 | 13,903,798 | indirect | f1,f4,f5,f6 | |
CLASS A COMMON STOCK | 2019-12-06 | C | 4,281,205 | a | $0.00 | 18,185,003 | indirect | f1,f4,f5,f6 | |
CLASS A COMMON STOCK | 2019-12-07 | A | 6,290,292 | a | $0.00 | 24,475,295 | indirect | f1,f4,f5,f6 | |
CLASS A COMMON STOCK | 2019-12-06 | 0 | $0.00 | 47,369,305 | direct | ||||
CLASS A COMMON STOCK | 2019-12-06 | 0 | $0.00 | 7,894,688 | indirect | f6 | |||
CLASS A COMMON STOCK | 2019-12-06 | 0 | $0.00 | 1,000 | indirect | f6 |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
---|---|---|---|---|---|---|---|---|---|---|---|---|
CLASS C UNIT | 0.0 | 2019-12-06 | deemed execution date | C | 1,806,232 (d) | class a common stock 1,806,232 | $0.00 | 0 | indirect | cvc 3 b.v. | ||
CLASS A UNIT | 0.0 | 2019-12-06 | deemed execution date | C | 4,281,205 (d) | class a common stock 4,281,205 | $0.00 | 6,290,292 | indirect | cvc 3 b.v. | ||
CLASS A UNIT | 0.0 | 2019-12-07 | deemed execution date | D | 6,290,292 (d) | class a common stock 6,290,292 | $0.00 | 0 | indirect | cvc 3 b.v. |
ID | footnote |
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f1 | cvc 3 b.v. ("cvc 3") holds partnership interests in neptune holding us limited partnership (the "partnership") that consist of class a units and class c units, which in each case represent a contingent right to receive shares of class a common stock of the issuer in the discretion of neptune holding us gp llc, which is controlled by the issuer (together, the "partnership rights"). cvc 3 may, in its discretion, redeem the class a units at any time. the issuer may cause the partnership to, in its discretion, redeem the class c units at any time. |
f2 | on december 6, 2019, neptune holding us gp llc caused the partnership to redeem the class c units, which were converted by their terms into class a common stock of the issuer, as reported on this form 4 (the "redemption"). as a result of the redemption, class a units attributable to redeemed class c units were converted by their terms into class a common stock of the issuer. |
f3 | on december 7, 2019, cvc 3 agreed in lieu of redeeming the class a units to enter into an assignment and assumption agreement with the issuer, as approved by the board of the issuer, whereby cvc3 assigned all of its remaining partnership rights to the issuer in exchange for class a common stock of the issuer, as reported on this form 4 (the "assignment"). the assignment was exempt from the provisions of section 16(b) of the securities exchange act of 1934, as amended, pursuant to rule 16b-3(d) and 16b-3(e) thereunder. |
f4 | next alt s.a r.l. ("next alt") is a personal holding company of mr. drahi, who is its controlling shareholder. as of the date of this report, next alt directly and indirectly owns 77.58% of the share capital and voting rights of altice europe n.v. altice europe n.v. maintains a one-tier board of four executive board members, one of whom is mr. drahi, and four non-executive board members. the executive board members are appointed by shareholders at the general meeting at the binding nomination of next alt. cvc 3 is wholly owned by altice europe n.v. mr. drahi, next alt and altice europe n.v. may each be deemed to beneficially own the shares of the issuer owned by cvc 3. |
f5 | mr. drahi is the sole controlling shareholder of uppernext s.c.s.p ("uppernext"). as such, mr. drahi may be deemed to beneficially own shares of the issuer held by uppernext. a4 s.a., which is controlled by the family of mr. drahi, is an executive board member of altice europe n.v. mr. drahi is a director of the issuer and next alt and a4 s.a. are parties to a stockholders agreement with the issuer pursuant to which they have certain rights to appoint directors of the issuer. |
f6 | each reporting person disclaims beneficial ownership of all interests reported on this form 4 except to the extent of such reporting person's pecuniary interests. |