SEC Form 4 · accession 0000947871-18-000528

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

Patrick Drahi

Director · 10% Owner

Period of report

Jun 21, 2018

Accepted (ET)

Jun 26, 2018 · 5:24 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 stock^F1,F2,F3,F4	Jun 21, 2018	C	5,354,761	—	A	5,610,107	I	CVC 3 B.V.
Class A common stock^F5,F2,F3,F4	Jun 21, 2018	C	234,169	—	A	5,844,276	I	CVC 3 B.V.
Class A common stock	holding	—	—		—	62,369,305	D
Class A common stock^F2,F3,F4	holding	—	—		—	7,526,349	I	UpperNext S.C.S.p
Class A common stock^F2,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
Class A Unit^F2,F3,F4,F1	—	Jun 21, 2018	C	5,354,761	D	—	—	Class A common stock	5,354,761	34,925,799	I
Class C Unit^F2,F3,F4,F5	—	Jun 21, 2018	C	234,169	D	—	—	Class A common stock	234,169	22,394,782	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 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. Altice Europe N.V. owns a direct controlling interest in CVC 3 B.V. ("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.
F3Mr. 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. Mr. 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.
F5Class 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. These 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.