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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Altice USA, Inc. [ ATUS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/25/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A common stock | 05/25/2021 | S | 2,350,000 | D | $37.21 | 34,719,305 | D | |||
| Class A common stock | 05/25/2021 | J(5) | 1,560,161 | D | $37.21 | 33,159,144 | D | |||
| Class A common stock | 05/25/2021 | M | 600,604 | A | $17.445 | 6,631,501 | I | Uppernext S.C.S.p(1)(4) | ||
| Class A common stock | 05/25/2021 | F | 287,608 | D | $36.43 | 6,343,893 | I | Uppernext S.C.S.p(1)(4) | ||
| Class A common stock | 260,000 | I | Altice CVC Lux S.a r.l.(2)(4) | |||||||
| Class A common stock | 1,000 | I | A4 S.A.(3)(4) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) Class A com-mon stock | $17.445 | 05/25/2021 | M | 600,604 | 12/21/2021 | 12/30/2027 | Class A common stock | 600,604 | $0 | 0 | I | Uppernext S.C.S.p(1)(4) | |||
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. Next Alt S.a r.l. ("Next Alt") is an indirect wholly-owned and controlled personal holding company of Patrick Drahi. Uppernext S.C.S.p ("Uppernext") is a wholly-owned and controlled personal holding company of Patrick Drahi. Mr. Drahi may be deemed to beneficially own shares of the Issuer held by Next Alt and Uppernext. |
| 2. Altice CVC Lux S.a r.l. ("Altice CVC") is an indirect, wholly-owned and controlled company of Patrick Drahi and Next Alt. Mr. Drahi and Next Alt may be deemed to beneficially own shares of the Issuer held by Altice CVC. |
| 3. A4 S.A. ("A4") is a company controlled by the family of Patrick Drahi. Mr. Drahi is a director of the Issuer and Next Alt and A4 are parties to a stockholders agreement with the Issuer pursuant to which they have certain rights to appoint directors of the Issuer. |
| 4. Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such Reporting Person's pecuniary interests. |
| 5. Shares were disposed of in a private transaction to satisfy a monetary obligation of Next Alt. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney for Next Alt S.a r.l.; Exhibit 24.2 - Power of Attorney for Patrick Drahi; Exhibit 24.3 - Power of Attorney for A4 S.A. |
| /s/ Jeremie Bonnin, attorney in fact for Next Alt S.a r.l. | 05/27/2021 | |
| /s/ Jeremie Bonnin, attorney in fact for Patrick Drahi | 05/27/2021 | |
| /s/ Jeremie Bonnin, attorney in fact for A4 S.A. | 05/27/2021 | |
| ** 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 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. | ||
| 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. | ||