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)
12/22/2020

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
Variable Prepaid Share Forward Transaction	(1)(2)(3)	12/22/2020		J/K		2,244,563		(1)(2)(3)	(1)(2)(3)	Class A common stock	2,244,563	(1)(2)(3)	2,244,563	I	LLCs

Explanation of Responses:

1. On December 22, 2020, the reporting person amended the terms of a Variable Prepaid Forward Transaction (the "Transaction") entered into on March 22, 2019 with an unaffiliated bank (the "Bank") relating to 2,244,563 shares of Class A common stock of the Issuer (the "Shares") held by the reporting person. The Transaction was divided into two individual components (each a "Component") designated by two valuation dates (the "Valuation Dates"), with respect to 1,122,282 Shares and 1,122,281 Shares, respectively, (each, the "Component Number of Shares" for the relevant Component). 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)):

2. (a) if the volume weighted average trading price per Share on the Valuation Date for the relevant Component (the "Settlement Price") is less than a specified price (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 a specified price (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 - ((Cap Price - Floor Price), divided by the Settlement Price)). The purpose of the amendment is to change (x) the Valuation Dates from March 22, 2022 through March 23, 2022, inclusive, to December 21, 2021 through December 22, 2021, inclusive; (y) the Floor Price from $22.02 to $35.310; and (z) the Cap Price from $29.73 to $42.372.

3. In exchange for assuming this amended obligation, the reporting person is receiving a cash payment of $5,809,155 in connection with entering into the Transaction. On March 22, 2019, the reporting person pledged 2,244,563 Shares (the "Pledged Shares") to the Bank to secure its obligations under the Transaction, which such pledge remains in place. The reporting person retains 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/ Dexter Goei	12/23/2020
	** 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).
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