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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 | ||||||||
Call option (obligation to sell) | (1) (5) | 11/23/2020 | J(1)(5) | 33,819,573 | (1)(5) | (1)(5) | Class A common stock | 33,819,573 | (1) (5) | 33,819,573 (1) (5) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Next Alt S.a.r.l. 5, RUE EUGENE RUPPERT GRAND DUCHY OF LUXEMBOURG, N4 L-2453 |
X | X | ||
Drahi Patrick 5, RUE EUGENE RUPPERT GRAND DUCHY OF LUXEMBOURG, N4 L-2453 |
X | |||
A4 S.A. 5, RUE EUGENE RUPPERT GRAND DUCHY OF LUXEMBOURG, N4 L-2453 |
X |
/s/ Gerrit Jan Bakker, attorney in fact for Next Alt S.a r.l | 11/25/2020 | |
**Signature of Reporting Person | Date | |
/s/ Gerrit Jan Bakker, attorney in fact for Patrick Drahi | 11/25/2020 | |
**Signature of Reporting Person | Date | |
/s/ Gerrit Jan Bakker, attorney in fact for A4 S.A. | 11/25/2020 | |
**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) | 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. |
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; Exhibit 24.3 - Power of Attorney for A4 S.A. |