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
  1. 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).
  2. 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.
  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. (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.