Next Alt S.a.r.l. - Nov 1, 2022 Form 4 Insider Report for Altice USA, Inc. (ATUS)

Role
Director, 10%+ Owner
Signature
/s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Patrick Drahi
Stock symbol
ATUS
Transactions as of
Nov 1, 2022
Transactions value $
$0
Form type
4
Date filed
11/3/2022, 05:05 PM
Previous filing
May 27, 2021
Next filing
Feb 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ATUS Class A common stock 33.4M Nov 1, 2022 Direct F1, F2, F5
holding ATUS Class A common stock 6.34M Nov 1, 2022 Uppernext S.C.S.p F1, F4
holding ATUS Class A common stock 0 Nov 1, 2022 Altice UK S.a.r.l. F2, F4
holding ATUS Class A common stock 0 Nov 1, 2022 A4 S.A. F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ATUS Stock Option (right to buy) Class A common stock Disposed to Issuer -629K -47% 709K Nov 1, 2022 Class A common stock 629K $17.50 Uppernext S.C.S.p F1, F4, F6, F7
transaction ATUS Stock Option (right to buy) Class A common stock Disposed to Issuer -1.84M -46% 2.16M Nov 1, 2022 Class A common stock 1.84M $28.36 Uppernext S.C.S.p F1, F4, F6, F8
transaction ATUS Performance Stock Units Disposed to Issuer -159K -46% 187K Nov 1, 2022 Class A common stock 159K Uppernext S.C.S.p F1, F4, F9, F10, F11, F12
transaction ATUS Performance Stock Units Disposed to Issuer -388K -46% 456K Nov 1, 2022 Class A common stock 388K Uppernext S.C.S.p F1, F4, F9, F10, F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Next Alt S.a r.l. ("Next Alt") is an indirect wholly-owned and controlled personal holding company of Patrick Drahi. Uppernext S.C.S.p ("Uppernext") is a wholly-owned and controlled personal holding company of Patrick Drahi. Mr. Drahi may be deemed to beneficially own shares of the Issuer held by Next Alt and Uppernext.
F2 Altice UK S.a r.l. ("Altice UK"), formerly known as Altice CVC Lux S.a r.l., is controlled by and 90% indirectly owned by Patrick Drahi. Mr. Drahi and Next Alt were deemed to beneficially own shares of the Issuer held by Altice UK. On May 6, 2022, Altice UK transferred 260,000 shares of the Issuer's Class A common stock to Next Alt.
F3 A4 S.A. ("A4") was a company controlled by the family of Patrick Drahi. Mr. Drahi is a director of the Issuer. Next Alt is a party and A4 was a party to a stockholders agreement with the Issuer pursuant to which Next Alt has and A4 had certain rights to appoint directors of the Issuer.
F4 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.
F5 On September 30, 2022, all of the shares of A4 were transferred to Next Alt, after which A4 became a wholly-owned subsidiary of Next Alt. On October 13, 2022, A4 was dissolved and Next Alt became the holder of the 1,000 shares of the Issuer's Class A common stock formerly held by A4.
F6 Represents stock options forfeited by the Reporting Person and cancelled by the Issuer pursuant to a settlement agreement terminating litigation in Patel v. Drahi, et al., C.A. No. 2020-0499-PAF (Del. Ch.).
F7 These stock options were granted under the Altice USA Long Term Incentive Plan and vested on December 19, 2021.
F8 These stock options were granted under the Amended and Restated Altice USA 2017 Long Term Incentive Plan (the "Plan") and vested 50% on December 27, 2021 and are scheduled to vest 25% on December 27, 2022 and 25% on December 27, 2023.
F9 Each performance stock unit ("PSU") represents a contingent right to receive one share of Class A common stock of the Issuer.
F10 Represents PSUs forfeited by the Reporting Person and cancelled by the Issuer pursuant to a settlement agreement terminating litigation in Patel v. Drahi, et al., C.A. No. 2020-0499-PAF (Del. Ch.).
F11 The PSUs were granted under the Plan and vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $50 per share.
F12 The PSUs will be forfeited if the applicable performance measure is not achieved prior to January 29, 2026 or if the Reporting Person does not continue to provide services to the Issuer through the achievement date of the applicable performance measure.
F13 The PSUs were granted under the Plan and vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $60 per share.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney for Next Alt; Exhibit 24.2 - Power of Attorney for Patrick Drahi