Next Alt S.a.r.l. Form 4 Altice USA / Alt S.a.r.l. Next 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)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG

L-2453

(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)
11/23/2020

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	11/23/2020		S		1,000,000	D	$35.1	37,069,305	D
Class A common stock								260,000	I	Altice CVC Lux S.a r.l.⁽²⁾⁽⁴⁾
Class A common stock								6,030,897	I	Uppernext S.C.S.p⁽³⁾⁽⁴⁾
Class A common stock								1,000	I	A4 S.A.⁽³⁾⁽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 (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)	⁽¹⁾⁽⁵⁾	11/23/2020		J⁽¹⁾⁽⁵⁾		33,819,573		⁽¹⁾⁽⁵⁾	⁽¹⁾⁽⁵⁾	Class A common stock	33,819,573	⁽¹⁾⁽⁵⁾	33,819,573⁽¹⁾⁽⁵⁾	D

1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last)

(First)

(Middle)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG

L-2453

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Drahi Patrick

(Last)

(First)

(Middle)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG

L-2453

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

A4 S.A.

(Last)

(First)

(Middle)

5, RUE EUGENE RUPPERT

(Street)

GRAND DUCHY OF LUXEMBOURG

L-2453

(City)

(State)

(Zip)

Explanation of Responses:

1. On November 23, 2020 and simultaneously with the sale reported in Table I, the reporting person amended the terms of existing bilateral European capped call transactions ("Capped Calls") with a financial institution counterparty with respect to 33,819,573 shares of Class A common stock of Altice USA, Inc. The purpose of the amendment was to change the strike prices of such Capped Calls and extend the maturity thereof. The Capped Calls will now expire in equal tranches over a 42 scheduled trading day period, beginning in October 2024. Next Alt received $83,000,000 in connection with the amendment. For each Capped Call (of which there are three on each trading day, each at different strike prices), Next Alt will be required to deliver to the counterparty a number of shares of Class A common stock equal to the amount set forth in (5).

2. Next Alt S.a r.l. ("Next Alt") is a personal holding company of Mr. Patrick 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. Altice CVC Lux S.a r.l. is an indirect wholly owned subsidiary of 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 Altice CVC Lux S.a r.l.

3. 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 stockholders agreement with the Issuer pursuant to which they have certain rights to appoint directors of the Issuer.

4. 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.

5. (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.

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; Exhibit 24.3 - Power of Attorney for A4 S.A.

	/s/ Gerrit Jan Bakker, attorney in fact for Next Alt S.a r.l	11/25/2020
	/s/ Gerrit Jan Bakker, attorney in fact for Patrick Drahi	11/25/2020
	/s/ Gerrit Jan Bakker, attorney in fact for A4 S.A.	11/25/2020
	** 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).
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Next Alt S.a.r.l. Form 4Altice USA / Alt S.a.r.l. Next ownership change