UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Altice USA, Inc. | ||
(Name of Issuer) | ||
Class A Common Stock, $0.01 par value per share (“Class A Common Stock”) Class B Common Stock, $0.01 par value per share (“Class B Common Stock”) | ||
(Title of Class of Securities) | ||
Class A Common Stock: 02156K103 Class B Common Stock: 02156K202 | ||
| (CUSIP Number) | ||
| December 31, 2022 | ||
| (Date of Event Which Requires Filing of this Statement) | ||
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON Patrick Drahi | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: Israel | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER Class A Common Stock: 0 Class B Common Stock: 0 | |
| 6 | SHARED VOTING POWER Class A Common Stock: 224,517,2731 Class B Common Stock: 182,884,4142 | ||
| 7 | SOLE DISPOSITIVE POWER Class A Common Stock: 0 Class B Common Stock: 0 | ||
| 8 | SHARED DISPOSITIVE POWER Class A Common Stock: 224,517,2731 Class B Common Stock: 182,884,4142 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: Class A Common Stock: 224,517,2731 Class B Common Stock: 182,884,4142 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): Class A Common Stock: 49.3%3 Class B Common Stock: 99.2%4 | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) IN | ||
1 Includes (i) 33,420,144 shares of Class A common stock held by Next Alt S.à r.l. (“Next Alt”), a wholly-owned and controlled personal holding company of Patrick Drahi; (ii) 182,884,414 shares of Class A common stock issuable upon conversion of 182,884,414 shares of Class B Common Stock held by Next Alt; (iii) 6,343,893 shares of Class A common stock held by UpperNext S.C.S.p. (“Uppernext”), a wholly owned and controlled personal holding company of Patrick Drahi; and (iv) 1,868,822 shares of Class A common stock issuable upon exercise of presently exercisable options to purchase Class A Common Stock held by Uppernext. Each share of Class B common stock is convertible at any time upon written notice of the holder into one share of Class A Common Stock. Mr. Drahi is a director of the Issuer, and Next Alt is a party to a stockholders agreement with the Issuer pursuant to which it has certain rights to appoint directors of the Issuer.
2 Includes 182,884,414 shares of Class B Common Stock held by Next Alt.
3 This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2022, according to which there were 270,338,751 shares of Class A Common Stock outstanding as of September 30, 2022, plus the 182,884,414 shares of Class A Common Stock underlying the shares of Class B Common Stock deemed to be held by the Reporting Person and 1,868,822 shares of Class A Common Stock issuable upon exercise of presently exercisable options deemed to be held by the Reporting Person.
4 This percentage is calculated based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2022, according to which there were 184,329,677 shares of Class B Common Stock outstanding as of September 30, 2022.
Item 1.
| (a) | Name of Issuer: |
Altice USA, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
1 Court Square West
Long Island City, NY 11101
Item 2.
| (a) | Name of Person Filing: |
Patrick Drahi (the “Reporting Person”).
| (b) | Address of Principal Business Office or, if none, Residence: |
The principal business address for the Reporting Person is 1, Rue Hildegard Von Bingen, L 1282 Luxembourg, Grand Duchy of Luxembourg.
| (c) | Citizenship: |
Please refer to Row 4 of the cover sheet for the Reporting Person.
| (d) | Title of Class of Securities: |
Class A Common Stock, $0.01 par value per share.
Class B Common Stock, $0.01 par value per share.
| (e) | CUSIP Number: |
Class A Common Stock: 02156K103
Class B Common Stock: 02156K202
Item 3.
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: See the responses to Row 9 on the attached cover page. |
| (b) | Percent of class: See the responses to Row 11 on the attached cover page. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: See the responses to Row 5 on the attached cover page. |
| (ii) | Shared power to vote or direct the vote: See the responses to Row 6 on the attached cover page. |
| (iii) | Sole power to dispose or direct the disposition of: See the responses to Row 7 on the attached cover page. |
| (iv) | Shared power to dispose or direct the disposition of: See the responses to Row 8 on the attached cover page. |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
See Item 4.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 22, 2023
| /s/ Patrick Drahi | |||
| Patrick Drahi | |||