Sec Form 4 Filing - Crestview Partners III GP, L.P. @ WideOpenWest, Inc. - 2018-07-12

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Crestview Partners III GP, L.P.
2. Issuer Name and Ticker or Trading Symbol
WideOpenWest, Inc. [ WOW]
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)
C/O CRESTVIEW PARTNERS, 667 MADISON AVENUE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/12/2018
(Street)
NEW YORK, NY10065
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 07/12/2018 A 57,000 ( 1 ) A $ 10.89 ( 6 ) 27,949,687 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock 07/13/2018 A 57,000 ( 1 ) A $ 10.94 ( 7 ) 28,006,687 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock 07/16/2018 A 47,000 ( 1 ) A $ 11 ( 8 ) 28,053,687 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crestview Partners III GP, L.P.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
Crestview W1 Holdings, L.P.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
Crestview W1 TE Holdings, LLC
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
Crestview W1 Co-Investors, LLC
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
Crestview Advisors, L.L.C.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X X
MARCUS JEFFREY
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Cassidy Brian P
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Kilpatrick Daniel G.
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Signatures
By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 07/16/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a Rule 10b5-1 Plan in order to purchase Common Stock of the Issuer ("Common Stock"), as described in the Issuer's Form 8-K filed with the Securities and Exchange Commission ("SEC") on May 11, 2018.
( 2 )Includes 27,949,687, 28,006,687 and 28,053,687 shares of Common Stock on July 12, July 13 and July 16, 2018, respectively, (i) beneficially owned by Crestview W1 Holdings, L.P., (ii) beneficially owned by Crestview W1 TE Holdings, LLC, (iii) beneficially owned by Crestview W1 Co-Investors, LLC and (iv) underlying awards of restricted stock units ("RSUs") previously granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director"), in the aggregate, under the Issuer's 2017 Omnibus Incentive Plan (the "Plan") (each Crestview Director has assigned all rights, title and interest in the Common Stock underlying such RSUs to Crestview Advisors, L.L.C.) or held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan to certain of the Crestview Directors.
( 3 )Crestview Partners III GP, L.P. and certain of its affiliates may be deemed to have beneficial ownership of the shares of Common Stock held by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, the "Crestview Funds"). Crestview Partners III GP, L.P. exercises voting and dispositive power over the shares of Common Stock held by the Crestview Funds, which decisions are made by the investment committee of Crestview Partners III GP, L.P.
( 4 )Each Crestview Director is a member of the Issuer's board of directors, and Messrs. Cassidy and Kilpatrick are each Partners of each of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing entities. Mr. Marcus is Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C.
( 5 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
( 6 )The reported price is a weighted average price for multiple transactions. These transactions were executed at prices ranging from $10.70 to $10.98 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote.
( 7 )The reported price is a weighted average price for multiple transactions. These transactions were executed at prices ranging from $10.82 to $11.05 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote.
( 8 )The reported price is a weighted average price for multiple transactions. These transactions were executed at prices ranging from $10.75 to $11.27 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.