Sec Form 3 Filing - Soroban Opportunities Master Fund LP @ Altice USA, Inc. - 2020-12-22

FORM 3 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 Soroban Opportunities Master Fund LP 2. Issuer Name and Ticker or Trading Symbol Altice USA, Inc. [ ATUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) WALKERS CORP LIMITED, CAYMAN CORP CENTRE, 27 HOSPITAL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2020 (Street) GEORGETOWN, GRAND CAYMAN, E9KY1-9008 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 Class A Common Stock, par value $0.01 per share 31,000,000 D ( 1 )

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 European-style cash-settled call options $ 35 ( 2 ) 05/21/2021 Class A Common Stock, par value $0.01 per share 0 ( 2 ) D ( 3 ) European-style cash-settled call options $ 35 ( 4 ) 06/18/2021 Class A Common Stock, par value $0.01 per share 0 ( 4 ) D ( 3 ) European-style cash-settled call options $ 35 ( 5 ) 07/16/2021 Class A Common Stock, par value $0.01 per share 0 ( 5 ) D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Soroban Opportunities Master Fund LP WALKERS CORP LIMITED, CAYMAN CORP CENTRE 27 HOSPITAL ROAD GEORGETOWN, GRAND CAYMAN, E9KY1-9008 X Soroban Capital GP LLC 55 W 46TH STREET 32ND FLOOR NEW YORK, NY10036 X Soroban Capital Partners LP 55 WEST 46TH STREET 32ND FLOOR NEW YORK, NY10036 X Soroban Capital Partners GP LLC 55 W 46TH STREET 32ND FLOOR NEW YORK, NY10036 X MANDELBLATT ERIC C/O SOROBAN CAPITAL PARTNERS LP 55 WEST 46TH STREET, 32ND FLOOR NEW YORK, NY10036 X Signatures SOROBAN OPPORTUNITIES MASTER FUND LP, By: Soroban Capital GP LLC, its general partner, by: /s/ Eric W. Mandelblatt, Managing Partner 01/04/2021 Signature of Reporting Person Date SOROBAN CAPITAL GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner 01/04/2021 Signature of Reporting Person Date SOROBAN CAPITAL PARTNERS LP, By: Soroban Capital Partners GP LLC, its general partner, by: /s/ Eric W. Mandelblatt, Managing Partner 01/04/2021 Signature of Reporting Person Date SOROBAN CAPITAL PARTNERS GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner 01/04/2021 Signature of Reporting Person Date ERIC W. MANDELBLATT, /s/ Eric W. Mandelblatt 01/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares are held in the account of Soroban Opportunities Master Fund LP, which is a reporting person. Soroban Capital GP LLC may be deemed to beneficially own the reported shares by virtue of its role as general partner of Soroban Opportunities Master Fund LP. Soroban Capital Partners LP may be deemed to beneficially own the reported shares by virtue of its role as investment manager of Soroban Opportunities Master Fund LP. Soroban Capital Partners GP LLC may be deemed to beneficially own the reported shares by virtue of its role as general partner of Soroban Capital Partners LP. Eric W. Mandelblatt may be deemed to beneficially own the reported shares by virtue of his role as Managing Partner of Soroban Capital Partners GP LLC. Each of Soroban Capital GP LLC, Soroban Capital Partners LP, Soroban Capital Partners GP LLC and Eric W. Mandelblatt disclaim beneficial ownership of the reported shares except to the extent of his or its pecuniary interest. ( 2 )Soroban Opportunities Master Fund LP holds European-style cash-settled call options referencing an aggregate of 833,300 shares with a strike price of $35.00 per share that automatically expire or settle in May 2021. The call options do not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and do not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc. ( 3 )The reported call options are held in the account of Soroban Opportunities Master Fund LP. Soroban Capital GP LLC may be deemed to beneficially own the reported call options by virtue of its role as general partner of Soroban Opportunities Master Fund LP. Soroban Capital Partners LP may be deemed to beneficially own the reported call options by virtue of its role as investment manager of Soroban Opportunities Master Fund LP. Soroban Capital Partners GP LLC may be deemed to beneficially own the reported call options by virtue of its role as general partner of Soroban Capital Partners LP. Eric W. Mandelblatt may be deemed to beneficially own the reported call options by virtue of his role as Managing Partner of Soroban Capital Partners GP LLC. Each of Soroban Capital GP LLC, Soroban Capital Partners LP, Soroban Capital Partners GP LLC and Eric W. Mandelblatt disclaim beneficial ownership of the reported call options except to the extent of his or its pecuniary interest. ( 4 )Soroban Opportunities Master Fund LP holds European-style cash-settled call options referencing an aggregate of 833,400 shares with a strike price of $35.00 per share that automatically expire or settle in June 2021. The call options do not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and do not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc. ( 5 )Soroban Opportunities Master Fund LP holds European-style cash-settled call options referencing an aggregate of 833,300 shares with a strike price of $35.00 per share that automatically expire or settle in July 2021. The call options do not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and do not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc.

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).

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