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 WideOpenWest, Inc. [ WOW ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/11/2018 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 05/11/2018 | A(1) | 34,074(1) | A | $0 | 27,086,225 | I | See Footnotes(2)(3)(4)(5) |
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 |
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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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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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. Represents an award of 17,037 shares of restricted stock of the Issuer ("Common Stock") granted to both of David F. Burgstahler and Joshua Tamaroff on May 11, 2018, which will vest in one installment on the first anniversary of the grant date, subject to certain conditions. Both Messrs. Burgstahler and Tamaroff have assigned all rights, title and interest in the restricted shares of Common Stock to Avista Capital Holdings, L.P. |
2. Includes 47,494 shares beneficially owned by Avista Capital Holdings, L.P., 5,189,636 shares held by Avista Capital Partners III, L.P., 1,531,596 shares held by Avista Capital Partners (Offshore) III, L.P., 1,362,097 shares held by Avista Capital Partners (Offshore) III-A, L.P., 18,059,208 shares held by ACP Racecar Co-Invest, LLC and 896,194 shares held by ACP Racecar Co-Invest II, LLC. Does not include shares held directly by Mr. Burgstahler or the Burgstahler Family 2005 Trust, which have been reported separately. |
3. Avista Capital Managing Member, LLC exercises voting and dispositive power over the Avista Entities. |
4. Joshua Tamaroff and David F. Burgstahler are each members of the Issuer's board of directors. Mr. Tamaroff is an employee of the Avista Entities. Mr. Burgstahler is the President of Avista Capital Managing Member, LLC. |
5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
AVISTA CAPITAL MANAGING MEMBER, LLC /s/ David Burgstahler, President | 05/15/2018 | |
AVISTA CAPITAL PARTNERS III, L.P., by Avista Capital Partners III GP, L.P., its General Partner, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President | 05/15/2018 | |
AVISTA CAPITAL PARTNERS (OFFSHORE) III, L.P., by Avista Capital Partners III GP, L.P., its General Partner, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President | 05/15/2018 | |
AVISTA CAPITAL PARTNERS (OFFSHORE) III-A, L.P., by Avista Capital Partners III GP, L.P., its General Partner, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President | 05/15/2018 | |
ACP RACECAR CO-INVEST, LLC, by Avista Capital Partners III GP, L.P., its Manager, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President | 05/15/2018 | |
ACP RACECAR CO-INVEST II, LLC, by Avista Capital Partners III GP, L.P., its Manager, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President | 05/15/2018 | |
JOSHUA ALEXANDER TAMAROFF, /s/ David Burgstahler Attorney-in-Fact | 05/15/2018 | |
/s/ David Burgstahler | 05/15/2018 | |
** 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. |