Sec Form 4 Filing - Soroban Opportunities Master Fund LP @ Altice USA, Inc. - 2021-05-21

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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
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 CORPORATE LIMITED, 27 HOSPITAL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/21/2021
(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
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 05/21/2021 05/21/2021 J( 2 ) 0 ( 2 ) 05/21/2021 05/21/2021 Class A-Common Stock, par-value $0.01 per share ( 2 ) $ 29,165,500 ( 2 ) $ 35 0 ( 2 ) D ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Soroban Opportunities Master Fund LP
WALKERS CORPORATE LIMITED
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 L.P., By: Soroban Capital GP LLC, its general partner, By: /s/ Eric W. Mandelblatt, Managing Partner 05/25/2021
Signature of Reporting Person Date
SOROBAN CAPITAL GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner 05/25/2021
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 05/25/2021
Signature of Reporting Person Date
SOROBAN CAPITAL PARTNERS GP LLC, By: /s/ Eric W. Mandelblatt, Managing Partner 05/25/2021
Signature of Reporting Person Date
ERIC W. MANDELBLATT, /s/ Eric W. Mandelblatt 05/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported call options were held in the account of Soroban Opportunities Master Fund LP. Soroban Capital GP LLC may be deemed to have beneficially owned 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 have beneficially owned 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 have beneficially owned the reported call options by virtue of its role as general partner of Soroban Capital Partners LP. Eric W. Mandelblatt may be deemed to have beneficially owned the reported call options by virtue of his role as Managing Partner of Soroban Capital Partners GP LLC.
( 2 )Soroban Opportunities Master Fund LP exercised European-style cash-settled call options referencing an aggregate of 833,300 shares of Class A Common Stock, par value $0.01 per share with a strike price of $35.00 per share that settled May 21, 2021. The call options settled for cash and did not give Soroban Opportunities Master Fund LP direct or indirect voting, investment or dispositive control over any securities of Altice USA, Inc. and did not permit Soroban Opportunities Master Fund LP to exercise such cash-settled call options and receive shares of Altice USA, Inc.
( 3 )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.

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