Sec Form 4 Filing - Crestview Partners III GP, L.P. @ WideOpenWest, Inc. - 2019-10-31

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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
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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, 590 MADISON AVENUE, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2019
(Street)
NEW YORK, NY10022
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 10/31/2019 A 11,351 ( 1 ) ( 2 ) A $ 0 31,347,824 I See Footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 )
Common Stock 13,657 ( 7 ) I See Footnotes ( 5 ) ( 6 )
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
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Crestview W1 Holdings, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Crestview W1 TE Holdings, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Crestview W1 Co-Investors, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Crestview Advisors, L.L.C.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
MARCUS JEFFREY
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X
Cassidy Brian P
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X
Kilpatrick Daniel G.
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X
VOLPERT BARRY S
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Signatures
By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 11/01/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects an award of 11,351 restricted shares of Common Stock of the Issuer ("Common Stock") granted to Barry S. Volpert under the Issuer's 2017 Omnibus Incentive Plan (as amended, the "Plan"). Mr. Volpert has assigned all rights, title and interest in the restricted shares of Common Stock granted to him to Crestview Advisors, L.L.C.
( 2 )The restricted shares of Common Stock are scheduled to vest on May 10, 2020, subject to the terms of the Plan and the applicable award agreement issued thereunder.
( 3 )Includes (i) shares of Common Stock in the aggregate beneficially owned by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, the "Crestview Funds"), (ii) 38,665 outstanding restricted shares of Common Stock granted to each of Brian P. Cassidy, Daniel G. Kilpatrick and Barry S. Volpert, in the aggregate, under the Issuer's 2017 Omnibus Incentive Plan (the "Plan") (each of Messrs. Cassidy, Kilpatrick and Volpert has assigned all rights, title and interest in the restricted shares of Common Stock granted to them to Crestview Advisors, L.L.C.) and (iii) 71,241 shares of Common Stock held by Crestview Advisors, L.L.C that were delivered upon the vesting of awards of restricted Common Stock previously granted under the Plan to Brian P. Cassidy, Daniel G. Kilpatrick and Jeffrey A. Marcus.
( 4 )Crestview Partners III GP, L.P. (and certain of its affiliates) and Mr. Volpert may be deemed to have beneficial ownership of the shares of Common Stock held by the Crestview Funds and Crestview Advisors, L.L.C., as applicable. 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. and the Chairman of the investment committee.
( 5 )Each of Messrs. Volpert, Cassidy, Kilpatrick and Marcus (each, a "Crestview Director") is a member of the Issuer's board of directors. Mr. Volpert is the Co-Founder, CEO and a Partner 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 Crestview entities), and serves as the Chairman of the investment committee of Crestview Partners III GP, L.P. Messrs. Cassidy and Kilpatrick are each Partners of each of Crestview, L.L.C. and Crestview Advisors, L.L.C. Mr. Marcus is Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C.
( 6 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
( 7 )Reflects 13,657 restricted shares of Common Stock previously granted to Mr. Marcus under the Plan.

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).

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