Sec Form 4 Filing - Stewart Charles @ Altice USA, Inc. - 2019-12-21

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 Stewart Charles 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 COURT SQUARE WEST 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2019 (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 12/21/2019 C 373,925 A 1,355,485 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 ) 12/21/2019 C 373,925 ( 2 ) ( 2 ) Class A common stock 373,925 $ 0 0 D Variable Prepaid Share Forward Transaction ( 3 ) ( 4 ) ( 5 ) 12/23/2019 J/K 350,000 ( 3 )( 4 )( 5 ) ( 3 )( 4 )( 5 ) Class A common stock 350,000 ( 3 ) ( 4 ) ( 5 ) 350,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stewart Charles 1 COURT SQUARE WEST LONG ISLAND CITY, NY11101 X Signatures /s/ Charles Stewart 12/26/2019 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 ("Shares") in the discretion of Neptune Holding US GP LLC. ( 2 )These Class C Units vested 50% on December 21, 2017, 25% on December 21, 2018, and 25% on December 21, 2019. ( 3 )On December 23, 2019, the reporting person entered into a Variable Prepaid Forward Transaction (the "Transaction") with an unaffiliated bank (the "Bank") relating to 350,000 Shares. ( 4 )On the settlement date, the reporting person will be obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, an equivalent amount in cash): (a) if the closing price per share on December 23, 2022 (the "Settlement Price") is less than $26.85 (the "Floor Price"), 350,000 Shares (the "Number of Shares"); (b) if the Settlement Price is greater than the Floor Price but less than or equal to $33.56 (the "Cap Price"), the Number of Shares multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Number of Shares multiplied by (1 - (Cap Price - Floor Price), divided by the Settlement Price). ( 5 )In exchange for assuming this obligation, the reporting person received a cash payment of $8,027,845 on December 26, 2019. The reporting person pledged 350,000 Shares (the "Pledged Shares") to the Bank to secure its obligations under the Transaction. The reporting person retained voting rights in the Pledged Shares during the term of the pledge, but the reporting person is obligated to share with the Bank certain economic benefits of dividends paid during the term of the pledge.

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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