Dexter Goei - Dec 21, 2021 Form 4 Insider Report for Altice USA, Inc. (ATUS)

Role
Chief Executive Officer, Director
Signature
/s/ Dexter Goei
Stock symbol
ATUS
Transactions as of
Dec 21, 2021
Transactions value $
$0
Form type
4
Date filed
2/10/2022, 05:49 PM
Next filing
Jun 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ATUS Class A common stock Other -1.12M -11.23% 8.88M Dec 21, 2021 LLCs F1, F2, F3
transaction ATUS Class A common stock Other -1.12M -12.64% 7.75M Dec 22, 2021 LLCs F1, F2, F3
holding ATUS Class A common stock 1.84M Dec 21, 2021 Direct F4

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 Variable Prepaid Share Forward Transaction Other -1.12M -50% 1.12M Dec 21, 2021 Class A common stock 1.12M LLCs F1, F2, F3
transaction ATUS Variable Prepaid Share Forward Transaction Other -1.12M -100% 0 Dec 22, 2021 Class A common stock 1.12M LLCs F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person physically settled a Variable Prepaid Forward Transaction entered into on March 22, 2019 (and thereafter amended on December 22, 2020) (the "Transaction") with an unaffiliated bank (the "Bank"). The Transaction related to 2,244,563 shares of Class A common stock of the Issuer (the "Shares") held by the reporting person and was divided into two individual components (each a "Component") designated by two valuation dates, December 21, 2021 and December 22, 2021 (the "Valuation Dates"), with respect to 1,122,282 Shares and 1,122,281 Shares, respectively, (each, the "Component Number of Shares" for the relevant Component).
F2 On the settlement date for each Component, the reporting person was 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 on the cash settlement date(s)): (a) if the volume weighted average trading price per Share on the Valuation Date for the relevant Component (the "Settlement Price") is less than a specified price (the "Floor Price"), the Component Number of Shares; (b) if the Settlement Price is greater than the Floor Price but less than or equal to a specified price (the "Cap Price"), the Component 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 Component Number of Shares multiplied by (1 - ((Cap Price - Floor Price), divided by the Settlement Price)).
F3 On March 22, 2019, the reporting person pledged 2,244,563 Shares (the "Pledged Shares") to the Bank to secure its obligations under the Transaction. In exchange for assuming this obligation, the reporting person received an aggregate cash payment equal $43,000,000 upon entry into the Transaction, and an additional $5,809,155 at the time the Transaction was amended. On the Valuation Dates, the Settlement Price was $15.82 and $15.75, respectively. Accordingly, the reporting person transferred to the Bank all of the Component Number of Shares for each Component at settlement, at which time, no Form 4 was previously filed.
F4 Since the last Form 4 filed by the reporting person that included Table I holdings, the reporting person transferred Shares previously reported as directly held to LLCs.