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 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)
12/06/2019
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 12/06/2019 C 1,806,232 A (1)(2) 13,903,798 I CVC 3 B.V.(1)(4)(5)(6)
Class A common stock 12/06/2019 C 4,281,205 A (1)(2) 18,185,003 I CVC 3 B.V.(1)(4)(5)(6)
Class A common stock 12/07/2019 A 6,290,292 A (1)(3) 24,475,295 I CVC 3 B.V.(1)(4)(5)(6)
Class A common stock 47,369,305 D
Class A common stock 7,894,688 I UpperNext S.C.S.p(4)(5)(6)
Class A common stock 1,000 I A4 S.A.(4)(5)(6)
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 C Unit (1)(2) 12/06/2019 C 1,806,232 (1)(2) (1)(2) Class A common stock 1,806,232 $0 0 I CVC 3 B.V.(1)(4)(5)(6)
Class A Unit (1)(2) 12/06/2019 C 4,281,205 (1)(2) (1)(2) Class A common stock 4,281,205 $0 6,290,292 I CVC 3 B.V.(1)(4)(5)(6)
Class A Unit (1)(3) 12/07/2019 D 6,290,292 (1)(3) (1)(3) Class A common stock 6,290,292 $0 0 I CVC 3 B.V.(1)(4)(5)(6)
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. CVC 3 B.V. ("CVC 3") holds partnership interests in Neptune Holding US Limited Partnership (the "Partnership") that consist of Class A Units and Class C Units, which in each case represent a contingent right to receive shares of Class A common stock of the Issuer in the discretion of Neptune Holding US GP LLC, which is controlled by the Issuer (together, the "Partnership Rights"). CVC 3 may, in its discretion, redeem the Class A Units at any time. The Issuer may cause the Partnership to, in its discretion, redeem the Class C Units at any time.
2. On December 6, 2019, Neptune Holding US GP LLC caused the Partnership to redeem the Class C Units, which were converted by their terms into Class A common stock of the Issuer, as reported on this Form 4 (the "Redemption"). As a result of the Redemption, Class A Units attributable to redeemed Class C Units were converted by their terms into Class A common stock of the Issuer.
3. On December 7, 2019, CVC 3 agreed in lieu of redeeming the Class A Units to enter into an Assignment and Assumption Agreement with the Issuer, as approved by the Board of the Issuer, whereby CVC3 assigned all of its remaining Partnership Rights to the Issuer in exchange for Class A common stock of the Issuer, as reported on this Form 4 (the "Assignment"). The Assignment was exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d) and 16b-3(e) thereunder.
4. 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 directly and indirectly owns 77.58% 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. CVC 3 is wholly owned by Altice Europe N.V. 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.
5. 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.
6. 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.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Michael Olsen, Attorney-in-Fact for Next Alt S.a.r.l. 12/10/2019
/s/ Michael Olsen, Attorney-in-Fact for Patrick Drahi 12/10/2019
/s/ Michael Olsen, Attorney-in-Fact for A4 S.A. 12/10/2019
** 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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