A4 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)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG N4 L2453

(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)
03/21/2019

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	03/21/2019		C		49,477	A	(1)	9,931,517	I	CVC 3 B.V.(2)(3)(4)
Class A common stock	03/21/2019		C		11,561	A	(5)	9,943,078	I	CVC 3 B.V.(2)(3)(4)
Class A common stock								62,369,305	D
Class A common stock								7,894,688	I	UpperNext S.C.S.p(2)(3)(4)
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)	03/21/2019		C			49,477	(1)	(1)	Class A common stock	49,477	$0	27,532,576	I	CVC 3 B.V.(2)(3)(4)
Class C Unit	(5)	03/21/2019		C			11,561	(6)	(6)	Class A common stock	11,561	$0	19,638,256	I	CVC 3 B.V.(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 L2453

(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 L2453

(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 L2453

(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.

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. 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.

	/s/ David Connolly, Attorney-in-Fact for Next Alt S.a. r.l.	03/25/2019
	/s/ David Connolly, Attorney-in-Fact for Patrick Drahi	03/25/2019
	/s/ David Connolly, Attorney-in-Fact for A4 S.A.	03/25/2019
	** Signature of Reporting Person	Date
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