Sec Form 4 Filing - Connolly David @ Altice USA, Inc. - 2019-04-08

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 Connolly David 2. Issuer Name and Ticker or Trading Symbol Altice USA, Inc. [ ATUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former EVP & General Counsel (Last) (First) (Middle) 1 COURT SQUARE WEST 3. Date of Earliest Transaction (MM/DD/YY) 04/08/2019 (Street) LONG ISLAND CITY, NY11101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 04/08/2019 C 158,200 A 299,758 D

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 C Unit ( 1 ) 04/08/2019 C 158,200 ( 2 ) ( 2 ) Class A Common stock 158,200 $ 0 159,011 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Connolly David 1 COURT SQUARE WEST LONG ISLAND CITY, NY11101 Former EVP & General Counsel Signatures /s/ David Connolly 04/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )These Class C Units vested 50% on August 22, 2018 and 25% on April 8, 2019, pursuant to the terms of the transition agreement (the "Transition Agreement") entered into by the Reporting Person and the Issuer on April 8, 2019, as reported in Form 8-K filed by the Issuer with the Securities Exchange Commission on April 10, 2019. Pursuant to the Transition Agreement, the remaining 25% will vest on March 31, 2020 or, if earlier, upon a termination without cause by the Issuer.

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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