SEC Form 4 · accession 0000947871-17-001034
Optimum Communications, Inc. · OPTU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Next Alt S.a.r.l.
Director · 10% Owner
A4 S.A.
Director
CVC 3 B.V.
Director · 10% Owner
Altice N.V.
Director · 10% Owner
Patrick Drahi
Director · 10% Owner
Period of report
Dec 21, 2017
Accepted (ET)
Dec 27, 2017 · 5:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001702780
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF5,F1,F2 | Dec 21, 2017 | C | 5,273,297 | — | A | 5,273,297 | I | CVC 3 B.V. |
| Class A Common StockF6,F1,F2 | Dec 21, 2017 | C | 7,961 | — | A | 5,281,258 | I | CVC 3 B.V. |
| Class A Common StockF6,F2,F3 | Dec 21, 2017 | C | 719,636 | — | A | 7,526,349 | I | UpperNext S.C.S.p |
| Class A Common StockF9,F1,F2 | Dec 21, 2017 | X | 10,939,102 | — | D | 46,177,079 | I | Neptune Holding US LP |
| Class A Common StockF2,F4 | holding | — | — | — | 1,000 | I | A4 S.A. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitF1,F2,F5 | — | Dec 21, 2017 | C | 5,273,297 | D | — | — | Class A common stock | 5,273,297 | 46,177,079 | I |
| Class C UnitF1,F2,F6,F7 | — | Dec 21, 2017 | C | 7,961 | D | — | — | Class A common stock | 7,961 | 26,628,689 | I |
| Class C UnitF2,F3,F6,F8 | — | Dec 21, 2017 | C | 719,636 | D | — | — | Class A common stock | 719,636 | 876,316 | I |
| Put RightF1,F2,F9 | — | Dec 21, 2017 | X | 10,939,102 | D | — | — | Class A common stock | 10,939,102 | 46,177,079 | I |
Explanation of responses
- F1As of the date of this report, CVC 3 B.V. ("CVC 3") holds more than 10% of the Class A common stock of the Issuer on an as converted basis. Altice N.V. owns an indirect controlling interest in CVC 3. Mr. Drahi, Next Alt S.a r.l. ("Next Alt") and Altice N.V. may each be deemed to beneficially own the shares of the Issuer owned by CVC 3. CVC 3 is the sole member of Neptune Holding US GP LLC, which is the sole general partner of Neptune Holding US Limited Partnership ("Neptune Holding US LP"). As such, Mr. Drahi, Next Alt, Altice N.V. and CVC 3 may each be deemed to beneficially own shares of the Issuer held by Neptune Holding US LP.
- F2Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such Reporting Person's pecuniary interests.
- F3Patrick 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.
- F4Next Alt is a personal holding company of Mr. Drahi, who is its sole indirect controlling shareholder. As of the date of this report, Next Alt is holder of 60.31% of the share capital and voting rights of Altice N.V. Altice N.V. maintains a one-tier board of three executive board members and three non-executive board members. The executive board members are appointed by shareholders at the general meeting at the binding nomination of Next Alt. A4 S.A., which is controlled by the family of Mr. Drahi, is an executive board member of Altice N.V. Altice N.V. 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.
- F5Class A Units represent a contingent right to receive shares of Class A common stock of the Issuer in the discretion of Neptune Holding US GP LLC. At the time a portion of this derivative security was converted to Class A common stock, as reported on this Form 4, another portion of this derivative security was canceled for no consideration due to other distributions of Class A common stock by Neptune Holding US LP.
- F6Class C Units represent a contingent right to receive, following vesting, shares of Class A common stock of the Issuer in the discretion of Neptune Holding US GP LLC.
- F7These Class C Units vest with CVC 3 upon the termination of employment of certain participants in the Neptune Management Limited Partnership Carry Unit Plan. At the time a portion of this derivative security was converted to Class A common stock, as reported on this Form 4, another portion of this derivative security was canceled for no consideration due to other distributions of Class A common stock by Neptune Holding US LP.
- F8These Class C Units vested 50% on December 21, 2017 and vest 25% on December 21, 2018 and 25% on December 21, 2019.
- F9Neptune Holdings US LP has an obligation to settle Class A Units and vested Class C and B-2 Units in either Class A common stock or a cash payment equivalent thereto.