Goei Dexter Form 4 Altice USA / Dexter Goei 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^*

Goei Dexter

(Last) (First) (Middle)

1 COURT SQUARE WEST

(Street)

LONG ISLAND CITY NY 11101

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2019

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
Class B common stock	03/06/2019		C(1)		2,982,842	D	(1)	2,194,592	I	LLC
Class A common stock	03/06/2019		C(1)		2,982,842	A	(1)	5,666,172	I	LLCs
Class B common stock	03/14/2019		C(1)		601,867	D	(1)	1,592,725	I	LLC
Class A common stock	03/14/2019		C(1)		601,867	A	(1)	6,268,039	I	LLCs
Class B common stock	03/22/2019		C(1)		1,592,725	D	(1)	0	I	LLC
Class A common stock	03/22/2019		C(1)		1,592,725	A	(1)	7,860,764	I	LLCs
Class A common stock								1,087,975	D

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
Variable Prepaid Share Forward Transaction	(2)(3)(4)	03/22/2019		J/K		2,244,563		(2)(3)(4)	(2)(3)(4)	Class A common stock	2,244,563	(2)(3)(4)	2,244,563	I	LLCs

Explanation of Responses:

1. Each share of Class B common stock, which is a registered security of the Issuer, is convertible on a share-for-share basis at any time upon written notice to the Issuer at the option of the holder into one share of Class A common stock pursuant to the Issuer's third amended and restated certificate of incorporation. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to twenty-five votes per share, in each case, on any matter submitted to a vote of Altice USA stockholders. Shares of Class B common stock that have been converted into Class A common stock may not be converted back into shares of Class B common stock.

2. On March 22, 2019, the reporting person entered into a Variable Prepaid Forward Transaction (the "Transaction") with an unaffiliated bank (the "Bank") relating to 2,244,563 shares of Class A common stock of the Issuer (the "Shares"). The Transaction is divided into two individual components (each a "Component") designated by valuation date, which are the two trading days from March 22, 2022 through March 23, 2022, inclusive, of which the number of shares are, respectively, 1,122,282 Shares and 1,122,281 Shares (each, the "Component Number of Shares" for the relevant Component).

3. On the settlement date for each Component, the reporting person will be obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, it may pay an equivalent amount in cash on the cash settlement date(s)): (a) if the volume weighted average trading price per share on the valuation date for the relevant Component (the "Settlement Price") is less than $22.02 (the "Floor Price"), the Component Number of Shares; (b) if the Settlement Price is greater than the Floor Price but less than or equal to $29.73 (the "Cap Price"), the Component Number of Shares multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Component Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

4. In exchange for assuming this obligation, the reporting person is receiving a cash payment of $43,000,000 in connection with entering into the Transaction. The Transaction was undertaken to fund tax obligations of the reporting person arising from the pro rata distribution in kind of Issuer's Class A common stock and Class B common stock to holders of Altice Europe N.V.'s common shares A and common shares B, as described in the Form S-1 filed by the Issuer with the Securities and Exchange Commission, effective May 23, 2018. The reporting person pledged 2,244,563 Shares (the "Pledged Shares") to the Bank to secure its obligations under the Transaction. The reporting person retained voting rights in the Pledged Shares during the term of the pledge, subject to the Bank's exercise of default remedies. The terms of the Transaction may be adjusted to account for the economic effects of dividends paid during the term of the pledge.

	/s/ David Connolly, Attorney-in-Fact for Dexter Goei	03/22/2019
	** Signature of Reporting Person	Date
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