Next Alt S.a.r.l. Form 4 Altice USA / Patrick Drahi 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^*

Next Alt S.a.r.l.

(Last) (First) (Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L-1282

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

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2022

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
Class A common stock								33,420,144(2)(5)	D(1)
Class A common stock								6,343,893	I	Uppernext S.C.S.p(1)(4)
Class A common stock								0(2)	I	Altice UK S.a.r.l.(2)(4)
Class A common stock								0(5)	I	A4 S.A.(3)(4)(5)

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
Stock Option (right to buy) Class A common stock	$17.5	11/01/2022		D(6)			628,578	(7)	12/19/2028	Class A common stock	628,578	(6)	708,822	I	Uppernext S.C.S.p(1)(4)
Stock Option (right to buy) Class A common stock	$28.36	11/01/2022		D(6)			1,840,000	(8)	01/29/2030	Class A common stock	1,840,000	(6)	2,160,000	I	Uppernext S.C.S.p(1)(4)
Performance Stock Units	(9)	11/01/2022		D(10)			159,270	(11)	(12)	Class A common stock	159,270	(10)	186,970	I	Uppernext S.C.S.p(1)(4)
Performance Stock Units	(9)	11/01/2022		D(10)			388,117	(13)	(12)	Class A common stock	388,117	(10)	455,616	I	Uppernext S.C.S.p(1)(4)

1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last) (First) (Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L-1282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Drahi Patrick

(Last) (First) (Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L-1282

(City) (State) (Zip)

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 UK S.a r.l. ("Altice UK"), formerly known as Altice CVC Lux S.a r.l., is controlled by and 90% indirectly owned by Patrick Drahi. Mr. Drahi and Next Alt were deemed to beneficially own shares of the Issuer held by Altice UK. On May 6, 2022, Altice UK transferred 260,000 shares of the Issuer's Class A common stock to Next Alt.

3. A4 S.A. ("A4") was a company controlled by the family of Patrick Drahi. Mr. Drahi is a director of the Issuer. Next Alt is a party and A4 was a party to a stockholders agreement with the Issuer pursuant to which Next Alt has and A4 had 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. On September 30, 2022, all of the shares of A4 were transferred to Next Alt, after which A4 became a wholly-owned subsidiary of Next Alt. On October 13, 2022, A4 was dissolved and Next Alt became the holder of the 1,000 shares of the Issuer's Class A common stock formerly held by A4.

6. Represents stock options forfeited by the Reporting Person and cancelled by the Issuer pursuant to a settlement agreement terminating litigation in Patel v. Drahi, et al., C.A. No. 2020-0499-PAF (Del. Ch.).

7. These stock options were granted under the Altice USA Long Term Incentive Plan and vested on December 19, 2021.

8. These stock options were granted under the Amended and Restated Altice USA 2017 Long Term Incentive Plan (the "Plan") and vested 50% on December 27, 2021 and are scheduled to vest 25% on December 27, 2022 and 25% on December 27, 2023.

9. Each performance stock unit ("PSU") represents a contingent right to receive one share of Class A common stock of the Issuer.

10. Represents PSUs forfeited by the Reporting Person and cancelled by the Issuer pursuant to a settlement agreement terminating litigation in Patel v. Drahi, et al., C.A. No. 2020-0499-PAF (Del. Ch.).

11. The PSUs were granted under the Plan and vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $50 per share.

12. The PSUs will be forfeited if the applicable performance measure is not achieved prior to January 29, 2026 or if the Reporting Person does not continue to provide services to the Issuer through the achievement date of the applicable performance measure.

13. The PSUs were granted under the Plan and vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $60 per share.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney for Next Alt; Exhibit 24.2 - Power of Attorney for Patrick Drahi

	/s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Patrick Drahi	11/03/2022
	Next Alt S.a r.l. /s/ Armelle Koelf By: Armelle Koelf, pursuant to power of attorney	11/03/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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