Sec Form 4 Filing - Next Alt S.a.r.l. @ Altice USA, Inc. - 2023-02-03

Insider filing report for Changes 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
Next Alt S.a.r.l.
2. Issuer Name and Ticker or Trading Symbol
Altice USA, Inc. [ ATUS]
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)
1, RUE HILDEGARD VON BINGEN
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2023
(Street)
GRAND DUCHY OF LUXEMBOURG, N4L-1282
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 02/03/2023 D( 2 ) 97,812 D 33,322,332 ( 2 ) D ( 1 )
Class A common stock 6,343,893 I Uppernext S.C.S.p ( 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
Stock Option (right to buy) Class A common stock $ 17.5 ( 3 ) 12/19/2028 Class A common stock 708,822 708,822 I Uppernext S.C.S.p ( 1 )
Stock Option (right to buy) Class A common stock $ 28.36 ( 4 ) 01/29/2030 Class A common stock 2,160,000 2,160,000 I Uppernext S.C.S.p ( 1 )
Performance Stock Units ( 5 ) ( 6 ) ( 7 ) Class A common stock 186,970 186,970 I Uppernext S.C.S.p ( 1 )
Performance Stock Units ( 5 ) ( 8 ) ( 7 ) Class A common stock 455,616 455,616 I Uppernext S.C.S.p ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Next Alt S.a.r.l.
1, RUE HILDEGARD VON BINGEN
GRAND DUCHY OF LUXEMBOURG, N4L-1282
X X
Drahi Patrick
1, RUE HILDEGARD VON BINGEN
GRAND DUCHY OF LUXEMBOURG, N4L-1282
X X
Signatures
Next Alt S.a r.l.By: /s/ Patrick Drahi and Laurent Godineau, managers 02/06/2023
Signature of Reporting Person Date
/s/ Patrick Drahi 02/06/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Next Alt S.a r.l. ("Next Alt") is an indirect wholly-owned and controlled personal holding company of Patrick Drahi. Uppernext S.C.S.p ("Uppernext") is a wholly-owned and controlled personal holding company of Patrick Drahi. Mr. Drahi may be deemed to beneficially own shares of the Issuer held by Next Alt and Uppernext. Mr. Drahi is a director of the Issuer. Next Alt is a party to a stockholders agreement with the Issuer pursuant to which Next Alt has certain rights to appoint directors of the Issuer. Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such Reporting Person's pecuniary interests.
( 2 )On February 3, 2023, Next Alt transferred 97,812 shares of the Issuer's Class A common stock to the Issuer pursuant to a settlement agreement terminating litigation in Patel v. Drahi, et al., C.A. No. 2020-0499-PAF (Del. Ch.).
( 3 )These stock options were granted under the Altice USA Long Term Incentive Plan and vested on December 19, 2021.
( 4 )These stock options were granted under the Amended and Restated Altice USA 2017 Long Term Incentive Plan (the "Plan"). 50% vested on December 27, 2021, 25% vested on December 27, 2022 and 25% are scheduled to vest on December 27, 2023.
( 5 )Each performance stock unit ("PSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
( 6 )The PSUs were granted under the Plan and vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $50 per share.
( 7 )The PSUs will be forfeited if the applicable performance measure is not achieved prior to January 29, 2026 or if the Reporting Person does not continue to provide services to the Issuer through the achievement date of the applicable performance measure.
( 8 )The PSUs were granted under the Plan and vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $60 per share.

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