Sec Form 4 Filing - Next Alt S.a.r.l. @ Altice USA, Inc. - 2017-12-21

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) 5 RUE EUGENE RUPPERT 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2017 (Street) GRAND DUCHY OF LUXEMBOURG, N4L-2453 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 12/21/2017 C 5,273,297 A 5,273,297 I CVC 3 B.V. ( 1 ) ( 2 ) Class A Common Stock 12/21/2017 C 7,961 A 5,281,258 I CVC 3 B.V. ( 1 ) ( 2 ) Class A Common Stock 12/21/2017 C 719,636 A 7,526,349 I UpperNext S.C.S.p ( 2 ) ( 3 ) Class A Common Stock 12/21/2017 X 10,939,102 D 46,177,079 I Neptune Holding US LP ( 1 ) ( 2 ) Class A Common Stock 1,000 I A4 S.A. ( 2 ) ( 4 )

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 Class A Unit ( 5 ) 12/21/2017 C 5,273,297 ( 5 ) ( 5 ) Class A common stock 5,273,297 $ 0 46,177,079 I CVC 3 B.V. ( 1 ) ( 2 ) Class C Unit ( 6 ) 12/21/2017 C 7,961 ( 7 ) ( 7 ) Class A common stock 7,961 $ 0 26,628,689 I CVC 3 B.V. ( 1 ) ( 2 ) Class C Unit ( 6 ) 12/21/2017 C 719,636 ( 8 ) ( 8 ) Class A common stock 719,636 $ 0 876,316 I UpperNext S.C.S.p ( 2 ) ( 3 ) Put Right ( 9 ) 12/21/2017 X 10,939,102 ( 9 ) ( 9 ) Class A common stock 10,939,102 $ 0 46,177,079 I Neptune Holding US LP ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Next Alt S.a.r.l. 5 RUE EUGENE RUPPERT GRAND DUCHY OF LUXEMBOURG, N4L-2453 X X Drahi Patrick 5 RUE EUGENE RUPPERT GRAND DUCHY OF LUXEMBOURG, N4L-2453 X X Altice N.V. PRINS BERNHARDPLEIN 200 AMSTERDAM, P71097 JB X X A4 S.A. 5 RUE EUGENE RUPPERT GRAND DUCHY OF LUXEMBOURG, N4L-2453 X CVC 3 B.V. PRINS BERNHARDPLEIN 200 AMSTERDAM, P71097 JB X X Signatures /s/ David Connolly, Attorney-in Fact for Next Alt S.a.r.l. 12/26/2017 Signature of Reporting Person Date /s/ David Connolly, Attorney-in Fact for Patrick Drahi 12/26/2017 Signature of Reporting Person Date /s/ David Connolly, Attorney-in Fact for Altice N.V. 12/26/2017 Signature of Reporting Person Date /s/ David Connolly, Attorney-in Fact for A4 S.A. 12/26/2017 Signature of Reporting Person Date /s/ David Connolly, Attorney-in Fact for CVC 3 B.V. 12/26/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of the date of this report, CVC 3 B.V. ("CVC 3") holds more than 10% of the Class A common stock of the Issuer on an as converted basis. Altice N.V. owns an indirect controlling interest in CVC 3. Mr. Drahi, Next Alt S.a r.l. ("Next Alt") and Altice N.V. may each be deemed to beneficially own the shares of the Issuer owned by CVC 3. CVC 3 is the sole member of Neptune Holding US GP LLC, which is the sole general partner of Neptune Holding US Limited Partnership ("Neptune Holding US LP"). As such, Mr. Drahi, Next Alt, Altice N.V. and CVC 3 may each be deemed to beneficially own shares of the Issuer held by Neptune Holding US LP. ( 2 )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. ( 3 )Patrick Drahi is the sole controlling shareholder of Uppernext S.C.S.p ("Uppernext"). As such, Mr. Drahi may be deemed to beneficially own shares of the Issuer held by Uppernext. ( 4 )Next Alt is a personal holding company of Mr. Drahi, who is its sole indirect controlling shareholder. As of t he date of this report, Next Alt is holder of 60.31% of the share capital and voting rights of Altice N.V. Altice N.V. maintains a one-tier board of three executive board members and three non-executive board members. The executive board members are appointed by shareholders at the general meeting at the binding nomination of Next Alt. A4 S.A., which is controlled by the family of Mr. Drahi, is an executive board member of Altice N.V. Altice N.V. and A4 S.A. are parties to a stockholders agreement with the Issuer pursuant to which they have certain rights to appoint directors of the Issuer. ( 5 )Class A Units represent a contingent right to receive shares of Class A common stock of the Issuer in the discretion of Neptune Holding US GP LLC. At the time a portion of this derivative security was converted to Class A common stock, as reported on this Form 4, another portion of this derivative security was canceled for no consideration due to other distributions of Class A common stock by Neptune Holding US LP. ( 6 )Class C Units represent a contingent right to receive, following vesting, shares of Class A common stock of the Issuer in the discretion of Neptune Holding US GP LLC. ( 7 )These Class C Units vest with CVC 3 upon the termination of employment of certain participants in the Neptune Management Limited Partnership Carry Unit Plan. At the time a portion of this derivative security was converted to Class A common stock, as reported on this Form 4, another portion of this derivative security was canceled for no consideration due to other distributions of Class A common stock by Neptune Holding US LP. ( 8 )These Class C Units vested 50% on December 21, 2017 and vest 25% on December 21, 2018 and 25% on December 21, 2019. ( 9 )Neptune Holdings US LP has an obligation to settle Class A Units and vested Class C and B-2 Units in either Class A common stock or a cash payment equivalent thereto.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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