Next Alt S.a.r.l. Form 4 Altice USA / Alt S.a.r.l. Next 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L-2453

(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)
12/21/2018

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
Class A common stock	12/21/2018		C		2,640,111	A	(1)	9,347,531	I	CVC 3 B.V.(2)(3)(4)
Class A common stock	12/21/2018		C		358,558	A	(5)	9,706,089	I	CVC 3 B.V.(2)(3)(4)
Class A common stock	01/03/2019		C		76,855	A	(1)	9,782,944	I	CVC 3 B.V.(2)(3)(4)
Class A common stock	12/21/2018		C		368,339	A	(5)	7,894,688	I	UpperNext S.C.S.p(2)(3)(4)
Class A common stock								62,369,305(6)	D
Class A common stock								1,000	I	A4 S.A.(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
Class A Unit	(1)	12/21/2018		C			2,640,111	(1)	(1)	Class A common stock	2,640,111	$0	27,874,512	I	CVC 3 B.V.(2)(3)(4)
Class A Unit	(1)	01/03/2019		C			76,855	(1)	(1)	Class A common stock	76,855	$0	27,748,929	I	CVC 3 B.V.(2)(3)(4)
Class C Unit	(5)	12/21/2018		C			358,558	(7)	(7)	Class A common stock	358,558	$0	2,337,031	I	CVC 3 B.V.(2)(3)(4)
Class C Unit	(5)	12/21/2018		C			368,339	(8)	(8)	Class A common stock	368,339	$0	416,393	I	UpperNext S.C.S.p(2)(3)(4)

1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last) (First) (Middle)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L-2453

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Drahi Patrick

(Last) (First) (Middle)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L-2453

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

A4 S.A.

(Last) (First) (Middle)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L-2453

(City) (State) (Zip)

Explanation of Responses:

1. Class A Units represent a contingent right to receive shares of Class A common stock of the Issuer in the discretion of Neptune Holding US GP LLC. At the time a portion of this derivative security was converted to Class A common stock, as reported on this Form 4, another portion of this derivative security was canceled for no consideration due to other distributions of Class A common stock by Neptune Holding US Limited Partnership ("Neptune Holding US LP").

2. Next Alt S.a r.l. ("Next Alt") is a personal holding company of Mr. Drahi, who is its controlling shareholder. As of the date of this report, Next Alt is the holder of 67.53% of the share capital and voting rights of Altice Europe N.V. Altice Europe N.V. maintains a one-tier board of four executive board members, one of whom is Mr. Drahi, and four non-executive board members. The executive board members are appointed by shareholders at the general meeting at the binding nomination of Next Alt. Altice Europe N.V. owns a direct controlling interest in CVC 3 B.V. ("CVC 3"). Mr. Drahi, Next Alt and Altice Europe N.V. may each be deemed to beneficially own the shares of the Issuer owned by CVC 3.

3. Mr. Drahi is the sole controlling shareholder of Uppernext S.C.S.p ("Uppernext"). As such, Mr. Drahi may be deemed to beneficially own shares of the Issuer held by Uppernext. A4 S.A., which is controlled by the family of Mr. Drahi, is an executive board member of Altice Europe N.V. Mr. Drahi is a director of the Issuer and Next Alt and A4 S.A. are parties to a stockholders agreement with the Issuer pursuant to which they have 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. Class C Units represent a contingent right to receive, following vesting, shares of Class A common stock of the Issuer in the discretion of Neptune Holding US GP LLC.

6. The form of ownership and number of shares beneficially owned as reported by Next Alt previously was and herein is correct and unchanged, provided that the pecuniary interest in a certain limited amount of such beneficially owned shares may be deemed to have changed pursuant to changes relating to certain arrangements to which Next Alt has been party.

7. These Class C Units vest with CVC 3 upon the termination of employment of certain participants in the Neptune Management Limited Partnership Carry Unit Plan. At the time a portion of this derivative security was converted to Class A common stock, as reported on this Form 4, another portion of this derivative security was canceled for no consideration due to other distributions of Class A common stock by Neptune Holding US LP.

8. These Class C Units vested 50% on December 21, 2017 and 25% on December 21, 2018. The remaining 25% will vest on December 21, 2019.

	/s/ David Connolly, Attorney-in-Fact for Next Alt S.a. r.l.	02/14/2019
	/s/ David Connolly, Attorney-in-Fact for Patrick Drahi	02/14/2019
	/s/ David Connolly, Attorney-in-Fact for A4 S.A.	02/14/2019
	** 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.