Altice USA Form 4 / Patrick Drahi ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	11/12/2024⁽⁴⁾		S		268,409	D	$23.3164	29,735,092	D⁽¹⁾
Class A common stock	11/12/2024⁽⁴⁾		S		268,409	D	$24.5	29,466,683	D⁽¹⁾
Class A common stock	11/12/2024⁽⁴⁾		S		268,409	D	$25.6836	29,198,274	D⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call option (obligation to sell)	⁽²⁾⁽³⁾	11/12/2024		X			268,409	11/12/2024	11/12/2024	Class A Common stock	268,409	$0	23,888,440	D
Call option (obligation to sell)	⁽²⁾⁽³⁾	11/12/2024		X			268,409	11/12/2024	11/12/2024	Class A Common stock	268,409	$0	23,620,031	D
Call option (obligation to sell)	⁽²⁾⁽³⁾	11/12/2024		X			268,409	11/12/2024	11/12/2024	Class A Common stock	268,409	$0	23,351,622	D

1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Drahi Patrick

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

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. 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. Next Alt is a party to existing bilateral European capped call transactions ("Capped Calls") with a financial institution counterparty with respect to a total of 33,819,573 shares of Class A common stock of the Issuer. The Capped Calls expire in equal tranches over a 42 scheduled trading day period, beginning October 25, 2024 and are automatically exercised upon expiration. For each Capped Call (of which there are three on each trading day, each at different strike prices), Next Alt is required to deliver to the counterparty a number of shares of Class A common stock equal to the amount set forth in (3).

3. (i) if the then-current value of the shares (the "Settlement Price") is below the lower strike price (98.5%, 103.5% or 108.5% of the reference price), zero; (ii) if the Settlement Price is equal to or above the lower strike price but is equal to or below the higher strike price (149.6%, 154.6% or 159.6% of the reference price), then (x) the product of the number of shares under such Capped Call and the lower strike price divided by (y) the Settlement Price; or (iii) if the Settlement Price is above the higher strike price, (x) the product of (A) the number of shares under such Capped Call and (B) the sum of (I) the lower strike price and (II) the excess, if any, of the Settlement Price over the higher strike price, divided by (y) the Settlement Price.

4. In connection with the exercise and expiration of the Capped Calls on the date set forth in Table II, Next Alt repaid debt to the financial institution incurred in connection with the execution of the Capped Calls by delivering the shares set forth in Table I on such date valued at the price set forth in Table I for such date.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney for Next Alt S.a r.l; Exhibit 24.2 - Power of Attorney for Patrick Drahi

	Next Alt S.a r.l. By: /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Next Alt S.a r.l.	11/12/2024
	Patrick Drahi By: /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Patrick Drahi	11/12/2024
	** Signature of Reporting Person	Date
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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Altice USA (ATUS) Form 4Altice USA / Patrick Drahi ownership change