Avista Capital Partners III Form 4 WideOpenWest / Joshua Alexander Tamaroff ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Avista Capital Managing Member, LLC

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WideOpenWest, Inc. [ WOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2018

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2018		A(1)		34,074(1)	A	$0	27,086,225	I	See Footnotes(2)(3)(4)(5)

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 Security	3. 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Avista Capital Managing Member, LLC

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avista Capital Partners III, L.P.

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avista Capital Partners (Offshore) III, L.P.

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avista Capital Partners (Offshore) III-A, L.P.

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ACP Racecar Co-Invest, LLC

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ACP Racecar Co-Invest II, LLC

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Burgstahler David F

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tamaroff Joshua Alexander

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Represents an award of 17,037 shares of restricted stock of the Issuer ("Common Stock") granted to both of David F. Burgstahler and Joshua Tamaroff on May 11, 2018, which will vest in one installment on the first anniversary of the grant date, subject to certain conditions. Both Messrs. Burgstahler and Tamaroff have assigned all rights, title and interest in the restricted shares of Common Stock to Avista Capital Holdings, L.P.

2. Includes 47,494 shares beneficially owned by Avista Capital Holdings, L.P., 5,189,636 shares held by Avista Capital Partners III, L.P., 1,531,596 shares held by Avista Capital Partners (Offshore) III, L.P., 1,362,097 shares held by Avista Capital Partners (Offshore) III-A, L.P., 18,059,208 shares held by ACP Racecar Co-Invest, LLC and 896,194 shares held by ACP Racecar Co-Invest II, LLC. Does not include shares held directly by Mr. Burgstahler or the Burgstahler Family 2005 Trust, which have been reported separately.

3. Avista Capital Managing Member, LLC exercises voting and dispositive power over the Avista Entities.

4. Joshua Tamaroff and David F. Burgstahler are each members of the Issuer's board of directors. Mr. Tamaroff is an employee of the Avista Entities. Mr. Burgstahler is the President of Avista Capital Managing Member, LLC.

5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

	AVISTA CAPITAL MANAGING MEMBER, LLC /s/ David Burgstahler, President	05/15/2018
	AVISTA CAPITAL PARTNERS III, L.P., by Avista Capital Partners III GP, L.P., its General Partner, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President	05/15/2018
	AVISTA CAPITAL PARTNERS (OFFSHORE) III, L.P., by Avista Capital Partners III GP, L.P., its General Partner, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President	05/15/2018
	AVISTA CAPITAL PARTNERS (OFFSHORE) III-A, L.P., by Avista Capital Partners III GP, L.P., its General Partner, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President	05/15/2018
	ACP RACECAR CO-INVEST, LLC, by Avista Capital Partners III GP, L.P., its Manager, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President	05/15/2018
	ACP RACECAR CO-INVEST II, LLC, by Avista Capital Partners III GP, L.P., its Manager, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President	05/15/2018
	JOSHUA ALEXANDER TAMAROFF, /s/ David Burgstahler Attorney-in-Fact	05/15/2018
	/s/ David Burgstahler	05/15/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.