| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/22/2020 | 3. Issuer Name and Ticker or Trading Symbol Altice USA, Inc. [ ATUS ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock, par value $0.01 per share | 31,000,000 | D(1) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| European-style cash-settled call options | (2) | 05/21/2021 | Class A Common Stock, par value $0.01 per share | 0(2) | 35 | D(3) | |
| European-style cash-settled call options | (4) | 06/18/2021 | Class A Common Stock, par value $0.01 per share | 0(4) | 35 | D(3) | |
| European-style cash-settled call options | (5) | 07/16/2021 | Class A Common Stock, par value $0.01 per share | 0(5) | 35 | D(3) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The reported shares are held in the account of Soroban Opportunities Master Fund LP, which is a reporting person. Soroban Capital GP LLC may be deemed to beneficially own the reported shares by virtue of its role as general partner of Soroban Opportunities Master Fund LP. Soroban Capital Partners LP may be deemed to beneficially own the reported shares by virtue of its role as investment manager of Soroban Opportunities Master Fund LP. Soroban Capital Partners GP LLC may be deemed to beneficially own the reported shares by virtue of its role as general partner of Soroban Capital Partners LP. Eric W. Mandelblatt may be deemed to beneficially own the reported shares by virtue of his role as Managing Partner of Soroban Capital Partners GP LLC. Each of Soroban Capital GP LLC, Soroban Capital Partners LP, Soroban Capital Partners GP LLC and Eric W. Mandelblatt disclaim beneficial ownership of the reported shares except to the extent of his or its pecuniary interest. |
| 2. Soroban Opportunities Master Fund LP holds European-style cash-settled call options referencing an aggregate of 833,300 shares with a strike price of $35.00 per share that automatically expire or settle in May 2021. The call options do not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and do not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc. |
| 3. The reported call options are held in the account of Soroban Opportunities Master Fund LP. Soroban Capital GP LLC may be deemed to beneficially own the reported call options by virtue of its role as general partner of Soroban Opportunities Master Fund LP. Soroban Capital Partners LP may be deemed to beneficially own the reported call options by virtue of its role as investment manager of Soroban Opportunities Master Fund LP. Soroban Capital Partners GP LLC may be deemed to beneficially own the reported call options by virtue of its role as general partner of Soroban Capital Partners LP. Eric W. Mandelblatt may be deemed to beneficially own the reported call options by virtue of his role as Managing Partner of Soroban Capital Partners GP LLC. Each of Soroban Capital GP LLC, Soroban Capital Partners LP, Soroban Capital Partners GP LLC and Eric W. Mandelblatt disclaim beneficial ownership of the reported call options except to the extent of his or its pecuniary interest. |
| 4. Soroban Opportunities Master Fund LP holds European-style cash-settled call options referencing an aggregate of 833,400 shares with a strike price of $35.00 per share that automatically expire or settle in June 2021. The call options do not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and do not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc. |
| 5. Soroban Opportunities Master Fund LP holds European-style cash-settled call options referencing an aggregate of 833,300 shares with a strike price of $35.00 per share that automatically expire or settle in July 2021. The call options do not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and do not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc. |
| SOROBAN OPPORTUNITIES MASTER FUND LP, By: Soroban Capital GP LLC, its general partner, by: /s/ Eric W. Mandelblatt, Managing Partner | 01/04/2021 | |
| SOROBAN CAPITAL GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner | 01/04/2021 | |
| SOROBAN CAPITAL PARTNERS LP, By: Soroban Capital Partners GP LLC, its general partner, by: /s/ Eric W. Mandelblatt, Managing Partner | 01/04/2021 | |
| SOROBAN CAPITAL PARTNERS GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner | 01/04/2021 | |
| ERIC W. MANDELBLATT, /s/ Eric W. Mandelblatt | 01/04/2021 | |
| ** 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 5 (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. | ||
