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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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 | ||||||||
European-style cash-settled call options | $ 35 | 05/21/2021 | 05/21/2021 | J(2) | 0 (2) | 05/21/2021 | 05/21/2021 | Class A-Common Stock, par-value $0.01 per share (2) | $ 29,165,500 (2) | $ 35 | 0 (2) | D (1) (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Soroban Opportunities Master Fund LP WALKERS CORPORATE LIMITED 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 |
SOROBAN OPPORTUNITIES MASTER FUND L.P., By: Soroban Capital GP LLC, its general partner, By: /s/ Eric W. Mandelblatt, Managing Partner | 05/25/2021 | |
**Signature of Reporting Person | Date | |
SOROBAN CAPITAL GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner | 05/25/2021 | |
**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 | 05/25/2021 | |
**Signature of Reporting Person | Date | |
SOROBAN CAPITAL PARTNERS GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner | 05/25/2021 | |
**Signature of Reporting Person | Date | |
ERIC W. MANDELBLATT, /s/ Eric W. Mandelblatt | 05/25/2021 | |
**Signature of Reporting Person | Date |
* | 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) | The reported call options were held in the account of Soroban Opportunities Master Fund LP. Soroban Capital GP LLC may be deemed to have beneficially owned 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 have beneficially owned 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 have beneficially owned the reported call options by virtue of its role as general partner of Soroban Capital Partners LP. Eric W. Mandelblatt may be deemed to have beneficially owned the reported call options by virtue of his role as Managing Partner of Soroban Capital Partners GP LLC. |
(2) | Soroban Opportunities Master Fund LP exercised European-style cash-settled call options referencing an aggregate of 833,300 shares of Class A Common Stock, par value $0.01 per share with a strike price of $35.00 per share that settled May 21, 2021. The call options settled for cash and did not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and did not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc. |
(3) | 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. |