SEC Form 4 · accession 0000947871-18-000795
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
Sep 30, 2018
Accepted (ET)
Oct 2, 2018 · 4:06 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 | Sep 30, 2018 | C | 104,124 | — | A | 6,535,392 | I | CVC 3 B.V. |
| Class A common stockF5,F2,F3,F4 | Sep 30, 2018 | C | 132,867 | — | A | 6,668,259 | I | CVC 3 B.V. |
| Class A common stock | 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. |
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 | — | Sep 30, 2018 | C | 104,124 | D | — | — | Class A common stock | 104,124 | 33,481,693 | I |
| Class C UnitF2,F3,F4,F5 | — | Sep 30, 2018 | C | 132,867 | D | — | — | Class A common stock | 132,867 | 21,516,283 | 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.
- 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 67.53% of the share capital and voting rights of Altice Europe N.V. Altice Europe N.V. maintains a one-tier board of six executive board members, one of whom is Mr. Drahi, and two 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.