Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
WideOpenWest, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
96758W101 (CUSIP Number) |
Poojitha Mantha Crestview Partners, 590 Madison Avenue, 42nd Floor New York, NY, 10022 (212) 906-0788 Michael Davis Davis Polk & Wardwell LLP, 450 Lexington Avenue New York, NY, 10017 (212) 450-4184 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 96758W101 |
| 1 |
Name of reporting person
Crestview Partners III GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
31,856,414.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.170 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 96758W101 |
| 1 |
Name of reporting person
Crestview W1 Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,142,311.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.336 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 96758W101 |
| 1 |
Name of reporting person
Crestview W1 TE Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,245,968.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4538 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 96758W101 |
| 1 |
Name of reporting person
Crestview W1 Co-Investors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,849,639.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6586 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 96758W101 |
| 1 |
Name of reporting person
Crestview Advisors, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
618,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7217 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
WideOpenWest, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
7887 EAST BELLEVIEW AVENUE, SUITE 1000, ENGLEWOOD,
COLORADO
, 80111. | |
Item 1 Comment:
Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Exchange Act, the undersigned hereby amends the Schedule 13D originally filed on June 7, 2018, as amended by Amendment 1 thereto filed on August 8, 2018, Amendment 2 thereto filed on March 18, 2019, Amendment 3 thereto filed on April 2, 2019, Amendment 4 thereto filed on October 11, 2019, Amendment 5 thereto filed on May 2, 2024 and Amendment 6 thereto filed on August 13, 2025 (the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share (the "Class A Shares"), of WideOpenWest, Inc., a Delaware corporation (the "Issuer"). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment 7 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented as follows: The descriptions of the Transactions, including the Merger, under Item 4 are incorporated herein by reference in their entirety. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows: As previously disclosed, on August 11, 2025, the Issuer entered into an Agreement and Plan of Merger, dated as of August 11, 2025 (the "Merger Agreement"), by and among the Issuer, Bandit Parent, LP ("Parent"), a Delaware limited partnership and Bandit Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and an indirect wholly owned Subsidiary of Parent. Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, at the closing of the transactions contemplated by the Merger Agreement on December 31, 2025 (the "Closing"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation"). At the Effective Time, in accordance with the terms set forth in the Merger Agreement, each outstanding restricted share award in respect of Company Common Stock (each, a "Company RSA") that was held by a Rollover Stockholder as of immediately prior to the Effective Time (each, a "Rollover RSA") became fully vested and was treated as a Rollover Share. Upon the consummation of the Merger, the Shares were delisted from the New York Stock Exchange, the Issuer's obligations to file periodic reports under the Exchange Act were terminated and the Issuer became privately held by the Reporting Persons and DigitalBridge Investments, LLC. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of this Schedule 13D is hereby amended and restated in its entirety as follows: See item 9 on the Cover Pages to this Schedule 13D. The Reporting Persons have acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially own an aggregate of 31,856,414 Common Shares, or approximately 37.170% of the 85,703,763 outstanding Common Shares of the Issuer as of October 29, 2025, as described in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2025. Crestview Partners GP controls, indirectly through its affiliates, (i) the general partner of Crestview W1 and (ii) the managing member of each of Crestview W1 TE and Crestview W1 Co-Invest. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities. Crestview Partners GP may be deemed to have beneficial ownership over the Common Shares of the Issuer beneficially owned by Crestview W1, Crestview W1 TE, Crestview W1 Co-Invest and Crestview Advisors, L.L.C. Crestview Partners GP exercises voting and dispositive power over the Common Shares of the Issuer held by Crestview W1, Crestview W1 TE and Crestview W1 Co-Invest, which decisions are made by the investment committee of Crestview Partners GP. Brian P. Cassidy, Daniel G. Kilpatrick and Barry S. Volpert are each members of the Issuer's board of directors (each, a "Crestview Director"). Messrs. Cassidy and Kilpatrick each hold the title of Partner at Crestview, L.L.C. (which is the general partner of Crestview Partners III GP) and the title of Partner at Crestview Advisors, L.L.C. Mr. Volpert holds the title of CEO of Crestview, L.L.C. and Crestview Advisors, L.L.C. Messrs. Cassidy, Kilpatrick and Volpert have each assigned all rights, title and interest in the underlying awards of restricted stock units to Crestview Advisors, L.L.C. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows: The information disclosed under Item 4 is incorporated herein by reference in its entirety. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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