Sec Form 4 Filing - Crestview Partners III GP, L.P. @ WideOpenWest, Inc. - 2021-04-01

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.

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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, 42ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2021
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
04/02/2021
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 04/01/2021A 4,674 ( 1 ) ( 2 ) ( 3 ) ( 4 ) A $ 13.58 31,456,109 I See Footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 )
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, 42ND FLOOR
NEW YORK, NY10022
XX
Crestview W1 Holdings, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
XX
Crestview W1 TE Holdings, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
XX
Crestview W1 Co-Investors, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
XX
Crestview Advisors, L.L.C.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
XX
Cassidy Brian P
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X
Kilpatrick Daniel G.
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X
VOLPERT BARRY S
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
XX
Signatures
By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel04/06/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4/A is being filed to correct the numbers of shares of Common Stock of the Issuer ("Common Stock") previously reported. This Form 4/A reports the correct number of shares of Common Stock acquired by the Reporting Persons.
( 2 )Reflects (i) 1,380 shares of Common Stock granted to Mr. Volpert, (ii) 1,776 shares of Common Stock granted to Mr. Kilpatrick and (iii) 1,518 shares of Common Stock granted to Mr. Cassidy, in each case under the Issuer's 2017 Omnibus Incentive Plan (as amended, the "Plan") and at the election of each such individual in lieu of all or a portion of the cash retainer fees payable to such individual for service as a director on the board of directors of the Issuer ("Board") during the Issuer's 2021 fiscal year (collectively, the "Retainer Shares").
( 3 )Each of Messrs. Volpert, Kilpatrick and Cassidy has assigned all rights, title and interest in the Retainer Shares granted to him to Crestview Advisors, L.L.C.
( 4 )Upon a cessation of service on the Board for any reason prior to the end of the period to which such Retainer Shares relate, a pro-rated portion of the grant date cash value of the Retainer Shares will be required to be remitted to the Issuer.
( 5 )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) (a) 63,417 outstanding restricted shares of Common Stock and (b) 4,674 Retainer Shares, in each case granted under the Plan to each of Messrs. Volpert, Kilpatrick and Cassidy, in the aggregate (each of Messrs. Volpert, Kilpatrick and Cassidy has assigned all rights, title and interest in the restricted shares of Common Stock and Retainer Shares granted to them to Crestview Advisors, L.L.C.) and (iii) 150,100 shares of Common Stock held by Crestview Advisors, L.L.C. delivered pursuant to awards of restricted Common Stock and Retainer Shares previously granted under the Plan to each of Messrs. Volpert, Kilpatrick, Cassidy and Jeffrey A. Marcus, as applicable, for which the applicable restrictions have previously lapsed.
( 6 )Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the shares of Common Stock held by 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. and the chairman of the investment committee.
( 7 )Each of Messrs. Volpert, Kilpatrick and Cassidy 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 the Crestview Funds), 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.
( 8 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Remarks:
Exhibit 99 - Joint Filer Statement

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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