SEC Form 4 · accession 0000947871-18-000499
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
Jun 6, 2018
Accepted (ET)
Jun 7, 2018 · 9:19 pm EDT
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 stockF1,F2,F3,F4 | Jun 6, 2018 | C | 255,346 | — | A | 5,536,604 | I | CVC 3 B.V. |
| Class A common stockF5,F2,F3,F4 | Jun 6, 2018 | C | 242,402,231 | — | A | 247,938,835 | I | CVC 3 B.V. |
| Class A common stockF6,F2,F3,F4 | Jun 6, 2018 | X | 522,697 | — | D | 45,652,087 | I | Neptune Holding US LP |
| Class B common stockF5,F2,F3,F4 | Jun 6, 2018 | C | 242,402,231 | — | D | 247,683,443 | I | CVC 3 B.V. |
| Class A common stockF4,F7 | holding | — | — | — | 7,526,349 | I | UpperNext S.C.S.p | |
| Class A common stockF4,F8 | holding | — | — | — | 1,000 | I | A4 S.A. | |
| Class A common stockF9,F2,F3,F4 | holding | — | — | — | 247,683,489 | I | Altice N.V. | |
| Class A common stockF9,F2,F3,F4 | holding | — | — | — | 255,346 | I | CVC 3 B.V. | |
| Class B common stockF4,F8 | holding | — | — | — | 1,000 | I | A4 S.A. | |
| Class B common stockF9,F2,F3,F4 | holding | — | — | — | 247,683,443 | I | Altice N.V. | |
| Class B common stockF9,F2,F3,F4 | holding | — | — | — | 0 | I | CVC 3 B.V. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitF2,F3,F4,F1 | — | Jun 6, 2018 | C | 255,346 | D | — | — | Class A common stock | 255,346 | 45,652,087 | I |
| Put RightF2,F3,F4,F6 | — | Jun 6, 2018 | X | 522,697 | D | — | — | Class A common stock | 522,697 | 45,652,087 | I |
Explanation of responses
- F1Class 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 Limited Partnership ("Neptune Holding US LP").
- F2Next Alt S.a r.l. ("Next Alt") is a personal holding company of Mr. Drahi, who is its controlling shareholder. As of the date of this report, Next Alt is holder of 67.54% 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. Mr. Drahi and Next Alt may each be deemed to beneficially own the shares of the Issuer owned by Altice N.V.
- F3CVC 3 B.V. ("CVC 3") held more than 10% of the Class A common stock of the Issuer on an as converted basis. Altice N.V. owns a direct controlling interest in CVC 3. Mr. Drahi, 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 Holdings US LP. 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.
- F4Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such Reporting Person's pecuniary interests.
- F5In preparation for a pro rata distribution in kind (the "Distribution") of Issuer's Class A common stock and Class B common stock that was beneficially owned by CVC 3 to holders of Altice N.V.'s common shares A and common shares B, as described in the Form S-1 filed by the Issuer with the Securities and Exchange Commission, effective May 23, 2018, CVC 3 converted Class B common stock of the Issuer into Class A common stock of the Issuer, pursuant to the Issuer's certificate of Incorporation, as amended and restated.
- F6Neptune Holding US LP has an obligation to settle Class A Units and vested Class C and Class B-2 Units in either Class A common stock or a cash payment equivalent thereto. On June 6, 2018, Class A common stock was distributed to an employee following settlement of Class C Units held by such person and to CVC3 in respect of Class A Units.
- F7Patrick 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.
- F8A4 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 Company pursuant to which they have certain rights to appoint directors of the Issuer.
- F9In preparation for the Distribution, CVC 3 transferred to Altice N.V. Class A and Class B common stock of the Issuer in a transaction exempt from reporting pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended. These shares of the Issuer are reflected in the amount of shares reported as beneficially owned after the transactions reported in this Form 4.