Drahi Patrick Form 3 Altice USA / 3 B.V. CVC ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last) (First) (Middle)

3 BOULEVARD ROYAL, L-2449

(Street)

GRAND DUCHY OF LUXEMBOURG N4

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2017

3. Issuer Name and Ticker or Trading Symbol
Altice USA, Inc. [ ATUS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	1,000	I	A4 S.A.(1)(2)
Class A common stock	6,806,713	I	UpperNext S.C.S.p(2)(3)
Class A common stock	57,064,086	I	Neptune Holding US LP(2)(4)
Class B common stock	490,085,674	I	CVC 3 B.V.(2)(4)
Class B common stock	1,000	I	A4 S.A.(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Unit	(5)	(5)	Class A common stock	57,064,086	(5)	I	CVC 3 B.V.(2)(4)
Class C Unit	(6)	(6)	Class A common stock	32,294,494	(7)	I	CVC 3 B.V.(2)(4)
Class C Unit	(8)	(8)	Class A common stock	3,748,540	(7)	I	CVC 3 B.V.(2)(4)
Class C Unit	(9)	(9)	Class A common stock	1,595,952	(7)	I	UpperNext S.C.S.p(2)(3)
Put Right	(10)	(10)	Class A Common Stock	57,064,086	(10)	I	Neptune Holding US LP(2)(4)

1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last) (First) (Middle)

3 BOULEVARD ROYAL, L-2449

(Street)

GRAND DUCHY OF LUXEMBOURG N4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Drahi Patrick

(Last) (First) (Middle)

3 BOULEVARD ROYAL, L-2449

(Street)

GRAND DUCHY OF LUXEMBOURG N4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Altice N.V.

(Last) (First) (Middle)

PRINS BERNHARDPLEIN 200

(Street)

AMSTERDAM P7 1097 JB

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

A4 S.A.

(Last) (First) (Middle)

3 BOULEVARD ROYAL, L-2449

(Street)

GRAND DUCHY OF LUXEMBOURG N4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CVC 3 B.V.

(Last) (First) (Middle)

PRINS BERNHARDPLEIN 200

(Street)

AMSTERDAM P7 1097 JB

(City) (State) (Zip)

Explanation of Responses:

1. Next Alt S.a r.l. ("Next Alt") is a personal holding company of Patrick Drahi, who is its sole indirect controlling shareholder. As of the date of this report, Next Alt is holder of 59.37% of the share capital and voting rights of Altice N.V. Altice N.V. maintains a one-tier board of four executive board members and three non-executive board members. The executive board members are appointed by shareholders at the general meeting at the binding nomination of Next Alt. A4 S.A., which is controlled by the family of Mr. Drahi, is an executive board member of Altice N.V. Altice N.V. and A4 S.A. are parties to a stockholders agreement with the Issuer to be entered into at the closing of the IPO pursuant to which they have certain rights to appoint directors of the Issuer.

2. Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests.

3. Mr. Drahi is the sole controlling shareholder of Uppernext. As such, Mr. Drahi may be deemed to beneficially own shares of the Issuer held by Uppernext.

4. As of the date of this report, CVC 3 B.V. ("CVC 3") holds more than 10% of the Class A common stock of the Issuer on an as converted basis. Altice N.V. owns an indirect controlling interest in CVC 3. Mr. Drahi, Next Alt and Altice N.V. may each be deemed to beneficially own the shares of the Issuer owned by CVC 3. CVC 3 is the sole member of Neptune Holding US GP LLC, which is the sole general partner of Neptune Holding US Limited Partnership ("Neptune Holding US LP"). As such, Mr. Drahi, Next Alt, Altice N.V. and CVC 3 may each be deemed to beneficially own shares of the Issuer held by Neptune Holding US LP.

5. 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.

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.

7. 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.

8. These Class C Units are vested.

9. These Class C Units vest 50% on December 21, 2017, 25% on December 21, 2018 and 25% on December 21, 2019.

10. Neptune Holdings US LP has a right to put its Class A common stock to the holder of any Class A Unit or vested Class C Unit.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ David Connolly, Attorney-in-Fact for Next Alt. S.a r.l.	06/21/2017
	/s/ David Connolly, Attorney-in-Fact for Patrick Drahi	06/21/2017
	/s/ David Connolly, Attorney-in-Fact for Altice N.V.	06/21/2017
	/s/ David Connolly, Attorney-in-Fact for A4 S.A.	06/21/2017
	/s/ David Connolly, Attorney-in-Fact for CVC 3 B.V.	06/21/2017
	** Signature of Reporting Person	Date
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