Sec Form 4 Filing - Next Alt S.a.r.l. @ Altice USA, Inc. - 2019-12-06

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)
5, RUE EUGENE RUPPERT
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2019
(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 12/06/2019 C 1,806,232 A 13,903,798 I CVC 3 B.V. ( 1 ) ( 4 ) ( 5 ) ( 6 )
Class A common stock 12/06/2019 C 4,281,205 A 18,185,003 I CVC 3 B.V. ( 1 ) ( 4 ) ( 5 ) ( 6 )
Class A common stock 12/07/2019 A 6,290,292 A 24,475,295 I CVC 3 B.V. ( 1 ) ( 4 ) ( 5 ) ( 6 )
Class A common stock 47,369,305 D
Class A common stock 7,894,688 I UpperNext S.C.S.p ( 4 ) ( 5 ) ( 6 )
Class A common stock 1,000 I A4 S.A. ( 4 ) ( 5 ) ( 6 )
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 ) ( 2 ) 12/06/2019 C 1,806,232 ( 1 )( 2 ) ( 1 )( 2 ) Class A common stock 1,806,232 $ 0 0 I CVC 3 B.V. ( 1 ) ( 4 ) ( 5 ) ( 6 )
Class A Unit ( 1 ) ( 2 ) 12/06/2019 C 4,281,205 ( 1 )( 2 ) ( 1 )( 2 ) Class A common stock 4,281,205 $ 0 6,290,292 I CVC 3 B.V. ( 1 ) ( 4 ) ( 5 ) ( 6 )
Class A Unit ( 1 ) ( 3 ) 12/07/2019 D 6,290,292 ( 1 )( 3 ) ( 1 )( 3 ) Class A common stock 6,290,292 $ 0 0 I CVC 3 B.V. ( 1 ) ( 4 ) ( 5 ) ( 6 )
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
A4 S.A.
5, RUE EUGENE RUPPERT
GRAND DUCHY OF LUXEMBOURG, N4L-2453
X
Signatures
/s/ Michael Olsen, Attorney-in-Fact for Next Alt S.a.r.l. 12/10/2019
Signature of Reporting Person Date
/s/ Michael Olsen, Attorney-in-Fact for Patrick Drahi 12/10/2019
Signature of Reporting Person Date
/s/ Michael Olsen, Attorney-in-Fact for A4 S.A. 12/10/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )CVC 3 B.V. ("CVC 3") holds partnership interests in Neptune Holding US Limited Partnership (the "Partnership") that consist of Class A Units and Class C Units, which in each case represent a contingent right to receive shares of Class A common stock of the Issuer in the discretion of Neptune Holding US GP LLC, which is controlled by the Issuer (together, the "Partnership Rights"). CVC 3 may, in its discretion, redeem the Class A Units at any time. The Issuer may cause the Partnership to, in its discretion, redeem the Class C Units at any time.
( 2 )On December 6, 2019, Neptune Holding US GP LLC caused the Partnership to redeem the Class C Units, which were converted by their terms into Class A common stock of the Issuer, as reported on this Form 4 (the "Redemption"). As a result of the Redemption, Class A Units attributable to redeemed Class C Units were converted by their terms into Class A common stock of the Issuer.
( 3 )On December 7, 2019, CVC 3 agreed in lieu of redeeming the Class A Units to enter into an Assignment and Assumption Agreement with the Issuer, as approved by the Board of the Issuer, whereby CVC3 assigned all of its remaining Partnership Rights to the Issuer in exchange for Class A common stock of the Issuer, as reported on this Form 4 (the "Assignment"). The Assignment was exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3(d) and 16b-3(e) thereunder.
( 4 )Next Alt S.a r.l. ("Next Alt") is a personal holding company of Mr. Drahi, who is its controlling shareholder. As of the date of this report, Next Alt directly and indirectly owns 77.58% of the share capital and voting rights of Altice Europe N.V. Altice Europe N.V. maintains a one-tier board of four executive board members, one of whom is Mr. Drahi, and four non-executive board members. The executive board members are appointed by shareholders at the general meeting at the binding nomination of Next Alt. CVC 3 is wholly owned by Altice Europe N.V. Mr. Drahi, Next Alt and Altice Europe N.V. may each be deemed to beneficially own the shares of the Issuer owned by CVC 3.
( 5 )Mr. 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. A4 S.A., which is controlled by the family of Mr. Drahi, is an executive board member of Altice Europe N.V. Mr. Drahi is a director of the Issuer and Next Alt and A4 S.A. are parties to a stock holders agreement with the Issuer pursuant to which they have certain rights to appoint directors of the Issuer.
( 6 )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.

Remarks:
Exhibit 24 - Power of Attorney

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