Altice USA Inc.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 16:06

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Next Alt S.a.r.l.
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)
(Last) (First) (Middle)
1, RUE HILDEGARD VON BINGEN 		3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024
(Street)
GRAND DUCHY OF LUXEMBOURG, N4 L-1282 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/14/2024(4) S 268,409 D $23.3164 28,124,638 D(1)
Class A common stock 11/14/2024(4) S 268,409 D $24.50 27,856,229 D(1)
Class A common stock 11/14/2024(4) S 268,409 D $25.6836 27,587,820 D(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call option (obligation to sell) (2)(3) 11/14/2024 X 268,409 11/14/2024 11/14/2024 Class A Common stock 268,409 $ 0 22,277,986 D
Call option (obligation to sell) (2)(3) 11/14/2024 X 268,409 11/14/2024 11/14/2024 Class A Common stock 268,409 $ 0 22,009,577 D
Call option (obligation to sell) (2)(3) 11/14/2024 X 268,409 11/14/2024 11/14/2024 Class A Common stock 268,409 $ 0 21,741,168 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Next Alt S.a.r.l.
1, RUE HILDEGARD VON BINGEN
GRAND DUCHY OF LUXEMBOURG, N4 L-1282 		X X
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. 11/14/2024
**Signature of Reporting Person Date
Patrick Drahi By: /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Patrick Drahi 11/14/2024
**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.

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
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