SEC Form 4 · accession 0000947871-18-000503
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.
Other
Altice Europe N.V.
Other
Patrick Drahi
Director · 10% Owner
Period of report
Jun 8, 2018
Accepted (ET)
Jun 13, 2018 · 4:48 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 8, 2018 | J | 247,683,489 | — | D | 0 | I | Altice Europe N.V. |
| Class B common stockF1,F2,F3,F4 | Jun 8, 2018 | J | 247,683,443 | — | D | 0 | I | Altice Europe N.V. |
| Class A common stockF1 | holding | — | — | — | 62,369,305 | D | ||
| Class A common stockF2,F3,F4 | holding | — | — | — | 7,526,349 | I | UpperNext S.C.S.p | |
| Class A common stockF2,F3,F4 | holding | — | — | — | 1,000 | I | A4 S.A. | |
| Class A common stockF2,F3,F4 | holding | — | — | — | 255,346 | I | CVC 3 B.V. | |
| Class B common stockF1 | holding | — | — | — | 182,883,414 | D | ||
| Class B common stockF2,F3,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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Contract (obligation to sell)F6,F2,F3,F4 | — | Jun 8, 2018 | J | 1,699,908 | A | — | — | Class A common stock | 1,699,908 | 1,699,908 | I |
| Call option (obligation to sell)F7,F8 | — | Jun 8, 2018 | J | 33,819,573 | A | — | — | Class A common stock | 33,819,573 | 33,819,573 | D |
Explanation of responses
- F1On June 8, 2018, Altice N.V. was renamed Altice Europe N.V. and effected a pro rata distribution in kind (the "Distribution") of Issuer's Class A and Class B common stock to holders of Altice Europe 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. In connection with the Distribution, control over Neptune Holding US GP LLC was transferred from CVC 3 B.V. ("CVC 3") to the Issuer. Certain of the Reporting Persons hold Altice Europe N.V. shares and, therefore, received shares of the Issuer in the Distribution in transactions exempt from reporting pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended, which are reflected in the amount of shares reported as beneficially owned after the transactions reported in this Form 4.
- 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 the holder of 67.54% of the share capital and voting rights of Altice Europe N.V. Altice Europe N.V. maintains a one-tier board of four 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 Europe N.V.
- F3Altice Europe N.V. owns a direct controlling interest in CVC 3. Mr. Drahi, Next Alt and Altice Europe N.V. may each be deemed to beneficially own the shares of the Issuer owned by CVC 3. Patrick 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. A4 S.A., which is controlled by the family of Mr. Drahi, is an executive board member of Altice Europe N.V. Patrick Drahi is a director of the Issuer and Next Alt 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.
- 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.
- F5Certain of the Altice Europe N.V. shares held by Reporting Persons were subject to derivative positions. Upon the Distribution, these derivatives attached to Issuer shares on a pro rata basis.
- F6On May 1, 2018, Altice Europe N.V. entered into a share forward transaction contract (the "Forward Contract") with a financial institution counterparty. Pursuant to the Forward Contract, in exchange for a payment from the counterparty upon settlement in December 2018, Altice Europe N.V. would be required to deliver to the counterparty a certain number of Altice Europe N.V. shares, which, due to the Distribution, is to be adjusted to reference "baskets" of securities covering those Altice Europe N.V. shares and 1,699,908 shares of Class A common stock of the Issuer.
- F7On November 24, 2015, Next Alt entered into a series of capped call transactions (the "Capped Calls") with a financial institution counterparty over a certain number of Altice Europe N.V. ordinary "A" shares, which, due to the Distribution, is to be adjusted to reference "baskets" of securities covering those Altice Europe N.V. shares and 33,819,573 shares of Class A common stock of the Issuer. The Capped Calls will expire in equal tranches over a 252 scheduled trading day period, beginning in November 2020. For each Capped Call (of which there are three on each trading day, each at different strike prices), Next Alt will be required to deliver to the counterparty a number of Altice Europe N.V. ordinary "A" shares and 0.4163 shares of Class A common stock of the Issuer for each such Altice Europe N.V. share equal to:
- F8(i) if the then-current value of the basket (the "Settlement Price") is below the lower strike price (80%, 85% or 90% of the reference price), zero; (ii) if the Settlement Price is equal to or above the lower strike price but is equal to or below the higher strike price (127.50%, 132.50% or 137.50% of the reference price), then (x) the product of the number of shares under such Capped Call and the lower strike price divided by (y) the Settlement Price; or (iii) if the Settlement Price is above the higher strike price, (x) the product of (A) the number of shares under such Capped Call and (B) the sum of (I) the lower strike price and (II) the excess, if any, of the market value of the basket over the higher strike price divided by the market value of the basket.
Remarks
After giving effect to the transactions reported on this Form 4, Altice Europe N.V. and CVC 3 beneficially own less than 10% of the outstanding shares of the Issuer and do not have rights to appoint directors of the Issuer.