Altice USA Inc.
11/13/2024 | Press release | Distributed by Public on 11/13/2024 16:01
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call option (obligation to sell) | (2)(3) | 11/11/2024 | X | 268,409 | 11/11/2024 | 11/11/2024 | Class A Common stock | 268,409 | $ 0 | 24,693,667 | D | ||||
| Call option (obligation to sell) | (2)(3) | 11/11/2024 | X | 268,409 | 11/11/2024 | 11/11/2024 | Class A Common stock | 268,409 | $ 0 | 24,425,258 | D | ||||
| Call option (obligation to sell) | (2)(3) | 11/11/2024 | X | 268,409 | 11/11/2024 | 11/11/2024 | Class A Common stock | 268,409 | $ 0 | 24,156,849 | D |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Next Alt S.a.r.l. 1, RUE HILDEGARD VON BINGEN GRAND DUCHY OF LUXEMBOURG, N4 L-1282 |
X | X | ||
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Drahi Patrick 1, RUE HILDEGARD VON BINGEN GRAND DUCHY OF LUXEMBOURG, N4 L-1282 |
X | X |
Signatures
| Next Alt S.a r.l. By: /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Next Alt S.a r.l. | 11/11/2024 |
| **Signature of Reporting Person | Date |
| Patrick Drahi By: /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Patrick Drahi | 11/11/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Next Alt S.a r.l. ("Next Alt") is an indirect wholly-owned and controlled personal holding company of Patrick Drahi. Mr. Drahi is a director of the Issuer. Next Alt is a party to a stockholders agreement with the Issuer pursuant to which Next Alt has 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. |
| (2) | Next Alt is a party to existing bilateral European capped call transactions ("Capped Calls") with a financial institution counterparty with respect to a total of 33,819,573 shares of Class A common stock of the Issuer. The Capped Calls expire in equal tranches over a 42 scheduled trading day period, beginning October 25, 2024 and are automatically exercised upon expiration. For each Capped Call (of which there are three on each trading day, each at different strike prices), Next Alt is required to deliver to the counterparty a number of shares of Class A common stock equal to the amount set forth in (3). |
| (3) | (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. |
| (4) | In connection with the exercise and expiration of the Capped Calls on the date set forth in Table II, Next Alt repaid debt to the financial institution incurred in connection with the execution of the Capped Calls by delivering the shares set forth in Table I on such date valued at the price set forth in Table I for such date. |
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Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney for Next Alt S.a r.l; Exhibit 24.2 - Power of Attorney for Patrick Drahi |