SEC Form 4 · accession 0000950103-19-003419
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
Mar 12, 2019
Accepted (ET)
Mar 14, 2019 · 5:51 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 StockF5,F1,F2,F3,F4 | Mar 12, 2019 | P | 62,948 | $7.99 | A | 28,882,235 | I | See Footnotes |
| Common StockF6,F1,F2,F3,F4 | Mar 13, 2019 | P | 65,080 | $8.13 | A | 28,947,315 | I | See Footnotes |
| Common StockF7,F1,F2,F3,F4 | Mar 14, 2019 | P | 65,080 | $8.45 | A | 29,012,395 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes (i) shares of Common Stock of the Issuer ("Common Stock") beneficially owned by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC, (ii) 51,111 shares of Common Stock underlying awards of restricted stock units ("RSUs") previously granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director"), in the aggregate, under the Issuer's 2017 Omnibus Incentive Plan (the "Plan") (each Crestview Director has assigned all rights, title and interest in the Common Stock underlying such RSUs to Crestview Advisors, L.L.C.) and (iii) 20,130 shares of Common Stock held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan to certain of the Crestview Directors.
- F2Crestview 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.
- F3Each 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.
- F4Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- F5The reported price is a weighted average price for multiple transactions. These transactions were executed at prices ranging from $7.75 to $8.15 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote.
- F6The reported price is a weighted average price for multiple transactions. These transactions were executed at prices ranging from $7.88 to $8.25 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote.
- F7The reported price is a weighted average price for multiple transactions. These transactions were executed at prices ranging from $8.32 to $8.50 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote.
Remarks
See Exhibit 99.1 for the signatures of each of the Reporting Persons other than the Designated Filer.