Crestview W1 Co-Investors Form 4 WideOpenWest / Brian P Cassidy 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

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(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)
03/20/2018

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	03/20/2018		P		1,306,767	A	$7.15	26,144,576	I	See Footnotes(1)(2)(3)(4)
Common Stock	03/21/2018		P		150,000	A	$7.58(5)	26,294,576	I	See Footnotes(1)(2)(3)(4)

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

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview W1 Holdings, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview W1 TE Holdings, LLC

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview W1 Co-Investors, LLC

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview Advisors, L.L.C.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MARCUS JEFFREY

(Last) (First) (Middle)

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

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cassidy Brian P

(Last) (First) (Middle)

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

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kilpatrick Daniel G.

(Last) (First) (Middle)

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

667 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

Explanation of Responses:

1. Includes (i) 20,865,918 shares of Common Stock beneficially owned by Crestview W1 Holdings, L.P., (ii) 1,029,448 shares of Common Stock beneficially owned by Crestview W1 TE Holdings, LLC, (iii) 4,379,080 shares of Common Stock beneficially owned by Crestview W1 Co-Investors, LLC and (iv) 20,130 restricted shares of Common Stock granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick under the Issuers 2017 Omnibus Incentive Plan (the "Plan") that are scheduled to vest on the date of the Issuer's regularly scheduled 2018 annual stockholder's meeting, subject to the terms of the Plan and the applicable award agreement issued thereunder (each of Messrs. Marcus, Cassidy and Kilpatrick have assigned all rights, title and interest in the restricted shares of Common Stock to Crestview Advisors, L.L.C).

2. Crestview Partners III GP, L.P. and certain of its affiliates may be deemed to have beneficial ownership of the shares of Common Stock held by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, the "Crestview Funds"). 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.

3. Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick are each members of the Issuer's board of directors. Each of Messrs. Marcus, Cassidy and Kilpatrick are Partners 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 entities.

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

5. This price is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $7.31 to $7.79, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote 5 to this Form 4.

	By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel	03/21/2018
	** Signature of Reporting Person	Date
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