Filing Details
- Accession Number:
- 0001567619-20-020371
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-11-25 16:24:25
- Reporting Period:
- 2020-11-23
- Accepted Time:
- 2020-11-25 16:24:25
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1702780 | Altice Usa Inc. | ATUS | Cable & Other Pay Television Services (4841) | 383980194 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1709662 | S.a.r.l. Alt Next | 5, Rue Eugene Ruppert Grand Duchy Of Luxembourg N4 L-2453 | Yes | No | Yes | No | |
1709665 | S.a. A4 | 5, Rue Eugene Ruppert Grand Duchy Of Luxembourg N4 L-2453 | No | No | Yes | No | |
1709689 | Patrick Drahi | 5, Rue Eugene Ruppert Grand Duchy Of Luxembourg N4 L-2453 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Class A Common Stock | Disposition | 2020-11-23 | 1,000,000 | $35.10 | 37,069,305 | No | 4 | S | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | S | Direct |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Class A Common Stock | Call option (obligation to sell) | Acquisiton | 2020-11-23 | 33,819,573 | $0.00 | 33,819,573 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
33,819,573 | No | 4 | J | Direct |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Class A Common Stock | 260,000 | Indirect | Altice CVC Lux S.a r.l. |
Class A Common Stock | 6,030,897 | Indirect | Uppernext S.C.S.p |
Class A Common Stock | 1,000 | Indirect | A4 S.A. |
Footnotes
- On November 23, 2020 and simultaneously with the sale reported in Table I, the reporting person amended the terms of existing bilateral European capped call transactions ("Capped Calls") with a financial institution counterparty with respect to 33,819,573 shares of Class A common stock of Altice USA, Inc. The purpose of the amendment was to change the strike prices of such Capped Calls and extend the maturity thereof. The Capped Calls will now expire in equal tranches over a 42 scheduled trading day period, beginning in October 2024. Next Alt received $83,000,000 in connection with the amendment. For each Capped Call (of which there are three on each trading day, each at different strike prices), Next Alt will be required to deliver to the counterparty a number of shares of Class A common stock equal to the amount set forth in (5).
- Next Alt S.a r.l. ("Next Alt") is a personal holding company of Mr. Patrick 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. Altice CVC Lux S.a r.l. is an indirect wholly owned subsidiary of 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 Altice CVC Lux S.a r.l.
- 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.
- 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.
- (i) if the then-current value of the shares (the "Settlement Price") is below the lower strike price (98.5%, 103.5% or 108.5% of the reference price), zero; (ii) if the Settlement Price is equal to or above the lower strike price but is equal to or below the higher strike price (149.6%, 154.6% or 159.6% of the reference price), then (x) the product of the number of shares under such Capped Call and the lower strike price divided by (y) the Settlement Price; or (iii) if the Settlement Price is above the higher strike price, (x) the product of (A) the number of shares under such Capped Call and (B) the sum of (I) the lower strike price and (II) the excess, if any, of the Settlement Price over the higher strike price, divided by (y) the Settlement Price.