SEC Form 4 · accession 0000950103-18-006185
WideOpenWest, Inc. · WOW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jeffrey Marcus
Director
Crestview Advisors, L.L.C.
Director · 10% Owner
Brian P Cassidy
Director
Daniel G. Kilpatrick
Director
Crestview Partners III GP, L.P.
Director · 10% Owner
Crestview W1 Holdings, L.P.
Director · 10% Owner
Crestview W1 TE Holdings, LLC
Director · 10% Owner
Crestview W1 Co-Investors, LLC
Director · 10% Owner
Period of report
May 11, 2018
Accepted (ET)
May 15, 2018 · 5:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001701051
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | May 11, 2018 | A | 51,111 | $0.00 | A | 26,345,687 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents awards of 17,037 restricted shares of Common Stock of the Issuer ("Common Stock") granted to each of Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director") under the Issuer's 2017 Omnibus Incentive Plan (the "Plan"). The restricted shares of Common Stock are scheduled to vest on May 11, 2019, subject to the terms of the Plan and the applicable award agreement issued thereunder. Each Crestview Director has assigned all rights, title and interest in the restricted shares of Common Stock to Crestview Advisors, L.L.C.
- F2Includes (i) 20,941,850 shares of Common Stock beneficially owned by Crestview W1 Holdings, L.P., (ii) 1,034,453 shares of Common Stock beneficially owned by Crestview W1 TE Holdings, LLC, (iii) 4,298,143 shares of Common Stock beneficially owned by Crestview W1 Co-Investors, LLC and (iv) 20,130 shares of Common Stock beneficially owned by Crestview Advisors, L.L.C that were delivered upon the vesting of restricted share awards previously granted under the Plan to the Crestview Directors.
- F3Crestview Partners III GP, L.P. and certain of its affiliates may be deemed to have beneficial ownership of the shares of Common Stock held by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, the "Crestview Funds"). Crestview Partners III GP, L.P. exercises voting and dispositive power over the shares of Common Stock held by the Crestview Funds, which decisions are made by the investment committee of Crestview Partners III GP, L.P.
- F4Each Crestview Director is a member of the Issuer's board of directors, and Messrs. Cassidy and Kilpatrick are each Partners of each of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing entities. Mr. Marcus is Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C.
- F5Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
Remarks
See Exhibit 99.1 for the signatures of each of the Reporting Persons other than the Designated Filer.