Cassidy Brian P Form 4 WideOpenWest / BARRY S VOLPERT 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

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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^*

Crestview Partners III GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH 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)
10/31/2019

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	10/31/2019		A		11,351(1)(2)	A	$0	31,347,824	I	See Footnotes(3)(4)(5)(6)
Common Stock								13,657(7)	I	See Footnotes(5)(6)

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^*

Crestview Partners III GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview W1 Holdings, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview W1 TE Holdings, LLC

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview W1 Co-Investors, LLC

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview Advisors, L.L.C.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MARCUS JEFFREY

(Last) (First) (Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cassidy Brian P

(Last) (First) (Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kilpatrick Daniel G.

(Last) (First) (Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VOLPERT BARRY S

(Last) (First) (Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Reflects an award of 11,351 restricted shares of Common Stock of the Issuer ("Common Stock") granted to Barry S. Volpert under the Issuer's 2017 Omnibus Incentive Plan (as amended, the "Plan"). Mr. Volpert has assigned all rights, title and interest in the restricted shares of Common Stock granted to him to Crestview Advisors, L.L.C.

2. The restricted shares of Common Stock are scheduled to vest on May 10, 2020, subject to the terms of the Plan and the applicable award agreement issued thereunder.

3. Includes (i) shares of Common Stock in the aggregate beneficially owned by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, the "Crestview Funds"), (ii) 38,665 outstanding restricted shares of Common Stock granted to each of Brian P. Cassidy, Daniel G. Kilpatrick and Barry S. Volpert, in the aggregate, under the Issuer's 2017 Omnibus Incentive Plan (the "Plan") (each of Messrs. Cassidy, Kilpatrick and Volpert has assigned all rights, title and interest in the restricted shares of Common Stock granted to them to Crestview Advisors, L.L.C.) and (iii) 71,241 shares of Common Stock held by Crestview Advisors, L.L.C that were delivered upon the vesting of awards of restricted Common Stock previously granted under the Plan to Brian P. Cassidy, Daniel G. Kilpatrick and Jeffrey A. Marcus.

4. Crestview Partners III GP, L.P. (and certain of its affiliates) and Mr. Volpert may be deemed to have beneficial ownership of the shares of Common Stock held by the Crestview Funds and Crestview Advisors, L.L.C., as applicable. Crestview Partners III GP, L.P. exercises voting and dispositive power over the shares of Common Stock held by the Crestview Funds, which decisions are made by the investment committee of Crestview Partners III GP, L.P. and the Chairman of the investment committee.

5. Each of Messrs. Volpert, Cassidy, Kilpatrick and Marcus (each, a "Crestview Director") is a member of the Issuer's board of directors. Mr. Volpert is the Co-Founder, CEO and a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain of the foregoing Crestview entities), and serves as the Chairman of the investment committee of Crestview Partners III GP, L.P. Messrs. Cassidy and Kilpatrick are each Partners of each of Crestview, L.L.C. and Crestview Advisors, L.L.C. Mr. Marcus is Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C.

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

7. Reflects 13,657 restricted shares of Common Stock previously granted to Mr. Marcus under the Plan.

	By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel	11/01/2019
	** Signature of Reporting Person	Date
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