Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 96758W 101

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Avista Capital Partners III, L.P.

20-4464005

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place or Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
5,189,636*

7

Sole Dispositive Power
0

8

Shared Dispositive Power
5,189,636*

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,189,636*

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
6.3%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 96758W 101

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

ACP Racecar Co-Invest, LLC

45-5432097

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place or Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
18,059,208*

7

Sole Dispositive Power
0

8

Shared Dispositive Power
18,059,208*

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,059,208*

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
21.8%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 96758W 101

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Avista Capital Managing Member, LLC

20-8292253

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3

SEC Use Only

4

Citizenship or Place or Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
27,086,225*

7

Sole Dispositive Power
0

8

Shared Dispositive Power
27,086,225*

9

Aggregate Amount Beneficially Owned by Each Reporting Person
27,086,225*

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
32.8%

12

Type of Reporting Person (See Instructions)
OO

Item 1

(a)

Name of Issuer:
WideOpenWest, Inc.

(b)

Address of Issuers Principal Executive Offices:

7887 East Belleview Avenue, Suite 1000

Englewood, CO 80111

Item 2

(a)

Name of Person Filing:

(b)

Address of Principal Business Office or, if none, Residence:

(c)

Citizenship:

This Schedule 13G is being filed jointly on behalf of the following reporting persons: (i) Avista Capital Partners III, L.P., a Delaware limited partnership, (ii) ACP Racecar Co-Invest, LLC, a Delaware limited liability company, and (iii) Avista Capital Managing Member, LLC.

The address of the principal business office of the reporting persons is:

c/o Avista Capital Partners

65 East 55th Street, 18th Floor

(d)

Title of Class of Securities:
Common Stock, par value $0.01 per share

(e)

CUSIP Number:
96758W 101

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4

Ownership

(a)

Amount beneficially owned:   

Avista Capital Managing Member, LLC ultimately exercises voting and dispositive power over the 5,189,636 shares of Common Stock held by Avista Capital Partners III, L.P. and 18,059,208 shares of Common Stock held by ACP Racecar Co-Invest, LLC. In addition, Avista Capital Managing Member, LLC ultimately exercises voting and dispositive power over 47,494 shares held by Avista Capital Holdings, L.P., 1,531,596 shares held by Avista Capital Partners (Offshore) III, L.P., 1,362,097 shares held by Avista Capital Partners (Offshore) III-A, L.P., and 896,194 shares held by ACP Racecar Co-Invest II, LLC. Voting and disposition decisions at Avista Capital Managing Member, LLC with respect to these shares are made by an investment committee, the members of which are Thompson Dean, Steven Webster, David Burgstahler and Sriram Venkataraman. Each of the members of the investment committee disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

(b)

Percent of class:   

As of the date hereof, each of the reporting persons may be deemed to be the beneficial owner of the percentage of shares of common stock listed on such reporting persons cover page, calculated based upon 82,694,850 shares of common stock outstanding as of November 6, 2018, as reported in the issuers Form 10-Q for the quarterly period ended September 30, 2018, as filed with the Securities and Exchange Commission.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

See the cover pages for each of the reporting persons.

Item 5

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8

Identification and Classification of Members of the Group.

See Items 2(a) - 2(c).

Item 9

Notice of Dissolution of Group:

Not Applicable.

Item 10

Certification:

Not Applicable.

AVISTA CAPITAL MANAGING MEMBER, LLC

By:

/s/ Ben Silbert

Name:

Ben Silbert

Title:

Authorized Representative

AVISTA CAPITAL PARTNERS III, L.P.

By:

Avista Capital Partners III GP, L.P.

its General Partner

By:

Avista Capital Managing Member, LLC

its General Partner

By:

/s/ Ben Silbert

Name:

Ben Silbert

Title:

Authorized Representative

ACP RACECAR CO-INVEST, LLC

By:

Avista Capital Partners III GP, L.P.

its Manager

By:

Avista Capital Managing Member, LLC

its General Partner

By:

/s/ Ben Silbert

Name:

Ben Silbert

Title:

Authorized Representative

Exhibit No.

A

Joint Filing Agreement, dated February 11, 2019, by and among Avista Capital Partners III, L.P., ACP Racecar Co-Invest, LLC and Avista Capital Managing Member, LLC.

AVISTA CAPITAL MANAGING MEMBER, LLC

By:

/s/ Ben Silbert

Name:

Ben Silbert

Title:

Authorized Representative

AVISTA CAPITAL PARTNERS III, L.P.

By:

Avista Capital Partners III GP, L.P.

its General Partner

By:

Avista Capital Managing Member, LLC

its General Partner

By:

/s/ Ben Silbert

Name:

Ben Silbert

Title:

Authorized Representative

ACP RACECAR CO-INVEST, LLC

By:

Avista Capital Partners III GP, L.P.

its Manager

By:

Avista Capital Managing Member, LLC

its General Partner

By:

/s/ Ben Silbert

Name:

Ben Silbert

Title:

Authorized Representative