Altice USA (ATUS) Form 3 Altice USA / ERIC MANDELBLATT ownership change

SEC Form 3

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^*

Soroban Opportunities Master Fund LP

(Last) (First) (Middle)

WALKERS CORP LIMITED, CAYMAN CORP CENTRE

27 HOSPITAL ROAD

(Street)

GEORGETOWN, GRAND CAYMAN E9 KY1-9008

(City) (State) (Zip)

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)

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

5. 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 Beneficially Owned
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)
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^*

Soroban Opportunities Master Fund LP

(Last) (First) (Middle)

WALKERS CORP LIMITED, CAYMAN CORP CENTRE

27 HOSPITAL ROAD

(Street)

GEORGETOWN, GRAND CAYMAN E9 KY1-9008

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Soroban Capital GP LLC

(Last) (First) (Middle)

55 W 46TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Soroban Capital Partners LP

(Last) (First) (Middle)

55 WEST 46TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Soroban Capital Partners GP LLC

(Last) (First) (Middle)

55 W 46TH STREET

32ND FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANDELBLATT ERIC

(Last) (First) (Middle)

C/O SOROBAN CAPITAL PARTNERS LP

55 WEST 46TH STREET, 32ND FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

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
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