FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Soroban Opportunities Master Fund LP
2. Date of Event Requiring Statement (Month/Day/Year)
12/22/2020
3. Issuer Name and Ticker or Trading Symbol
Altice USA, Inc. [ATUS]
(Last)
(First)
(Middle)
WALKERS CORP LIMITED, CAYMAN CORP CENTRE, 27 HOSPITAL ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GEORGETOWN, GRAND CAYMAN, E9 KY1-9008
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock, par value $0.01 per share 31,000,000
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
European-style cash-settled call options   (2) 05/21/2021 Class A Common Stock, par value $0.01 per share 0 (2) $ 35 D (3)  
European-style cash-settled call options   (4) 06/18/2021 Class A Common Stock, par value $0.01 per share 0 (4) $ 35 D (3)  
European-style cash-settled call options   (5) 07/16/2021 Class A Common Stock, par value $0.01 per share 0 (5) $ 35 D (3)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Soroban Opportunities Master Fund LP
WALKERS CORP LIMITED, CAYMAN CORP CENTRE
27 HOSPITAL ROAD
GEORGETOWN, GRAND CAYMAN, E9 KY1-9008
    X    
Soroban Capital GP LLC
55 W 46TH STREET
32ND FLOOR
NEW YORK, NY 10036
    X    
Soroban Capital Partners LP
55 WEST 46TH STREET
32ND FLOOR
NEW YORK, NY 10036
    X    
Soroban Capital Partners GP LLC
55 W 46TH STREET
32ND FLOOR
NEW YORK, NY 10036
    X    
MANDELBLATT ERIC
C/O SOROBAN CAPITAL PARTNERS LP
55 WEST 46TH STREET, 32ND FLOOR
NEW YORK, NY 10036
    X    

Signatures

SOROBAN OPPORTUNITIES MASTER FUND LP, By: Soroban Capital GP LLC, its general partner, by: /s/ Eric W. Mandelblatt, Managing Partner 01/04/2021
**Signature of Reporting Person Date

SOROBAN CAPITAL GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner 01/04/2021
**Signature of Reporting Person Date

SOROBAN CAPITAL PARTNERS LP, By: Soroban Capital Partners GP LLC, its general partner, by: /s/ Eric W. Mandelblatt, Managing Partner 01/04/2021
**Signature of Reporting Person Date

SOROBAN CAPITAL PARTNERS GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner 01/04/2021
**Signature of Reporting Person Date

ERIC W. MANDELBLATT, /s/ Eric W. Mandelblatt 01/04/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The reported shares are held in the account of Soroban Opportunities Master Fund LP, which is a reporting person. Soroban Capital GP LLC may be deemed to beneficially own the reported shares by virtue of its role as general partner of Soroban Opportunities Master Fund LP. Soroban Capital Partners LP may be deemed to beneficially own the reported shares by virtue of its role as investment manager of Soroban Opportunities Master Fund LP. Soroban Capital Partners GP LLC may be deemed to beneficially own the reported shares by virtue of its role as general partner of Soroban Capital Partners LP. Eric W. Mandelblatt may be deemed to beneficially own the reported shares by virtue of his role as Managing Partner of Soroban Capital Partners GP LLC. Each of Soroban Capital GP LLC, Soroban Capital Partners LP, Soroban Capital Partners GP LLC and Eric W. Mandelblatt disclaim beneficial ownership of the reported shares except to the extent of his or its pecuniary interest.
(2) Soroban Opportunities Master Fund LP holds European-style cash-settled call options referencing an aggregate of 833,300 shares with a strike price of $35.00 per share that automatically expire or settle in May 2021. The call options do not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and do not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc.
(3) The reported call options are held in the account of Soroban Opportunities Master Fund LP. Soroban Capital GP LLC may be deemed to beneficially own the reported call options by virtue of its role as general partner of Soroban Opportunities Master Fund LP. Soroban Capital Partners LP may be deemed to beneficially own the reported call options by virtue of its role as investment manager of Soroban Opportunities Master Fund LP. Soroban Capital Partners GP LLC may be deemed to beneficially own the reported call options by virtue of its role as general partner of Soroban Capital Partners LP. Eric W. Mandelblatt may be deemed to beneficially own the reported call options by virtue of his role as Managing Partner of Soroban Capital Partners GP LLC. Each of Soroban Capital GP LLC, Soroban Capital Partners LP, Soroban Capital Partners GP LLC and Eric W. Mandelblatt disclaim beneficial ownership of the reported call options except to the extent of his or its pecuniary interest.
(4) Soroban Opportunities Master Fund LP holds European-style cash-settled call options referencing an aggregate of 833,400 shares with a strike price of $35.00 per share that automatically expire or settle in June 2021. The call options do not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and do not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc.
(5) Soroban Opportunities Master Fund LP holds European-style cash-settled call options referencing an aggregate of 833,300 shares with a strike price of $35.00 per share that automatically expire or settle in July 2021. The call options do not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and do not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc.

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