Altice USA (ATUS) Form 4 Altice USA / Patrick Drahi 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^*

Drahi Patrick

(Last) (First) (Middle)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L-2453

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Altice USA, Inc. [ ATUS ]

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)
06/10/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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

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
Stock Option (right to buy)	$28.36	06/10/2020(1)		A		4,000,000		(2)	01/29/2030	Class A common stock	4,000,000	$0	4,000,000	I	See Footnote(3)
Performance Stock Units	(4)	06/10/2020(1)		A		346,240		(4)	(5)	Class A common stock	346,240	$0	346,240	I	See Footnote(6)
Performance Stock Units	(7)	06/10/2020(1)		A		843,733		(7)	(5)	Class A common stock	843,733	$0	843,733	I	See Footnote(6)

Explanation of Responses:

1. The grant was approved by a committee of the board of directors of the Issuer in January 2020, subject to shareholder approval of the Amended and Restated Altice USA 2017 Long Term Incentive Plan (the "Plan") under which the grant was made. The Issuer's shareholders approved the Plan on June 10, 2020.

2. These Options were granted under the Plan and are scheduled to vest 50% on December 27, 2021, 25% on December 27, 2022 and 25% on December 27, 2023.

3. These Options are held through a personal holding company that is wholly owned and controlled by the reporting person.

4. Each performance stock unit ("PSU") represents a contingent right to receive one share of Class A common stock of the Issuer. The PSUs vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $50 per share.

5. The PSUs will be forfeited if the applicable performance measure is not achieved prior to January 29, 2024 (January 29, 2026 in the event of a recession or market disruption event prior to achievement of the performance measure) or if the Reporting Person does not continue to provide services to the Issuer through the achievement date of the applicable performance measure.

6. These PSUs are held through a personal holding company that is wholly owned and controlled by the reporting person.

7. Each performance stock unit ("PSU") represents a contingent right to receive one share of Class A common stock of the Issuer. The PSUs vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $60 per share.

	/s/ Michael Olsen, Attorney-in-Fact for Patrick Drahi.	06/12/2020
	** 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.
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