SEC Form 4 · accession 0000947871-19-000124

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

Dec 21, 2018

Accepted (ET)

Feb 14, 2019 · 5:56 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 stock^F1,F2,F3,F4	Dec 21, 2018	C	2,640,111	—	A	9,347,531	I	CVC 3 B.V.
Class A common stock^F5,F2,F3,F4	Dec 21, 2018	C	358,558	—	A	9,706,089	I	CVC 3 B.V.
Class A common stock^F1,F2,F3,F4	Jan 3, 2019	C	76,855	—	A	9,782,944	I	CVC 3 B.V.
Class A common stock^F5,F2,F3,F4	Dec 21, 2018	C	368,339	—	A	7,894,688	I	UpperNext S.C.S.p
Class A common stock^F6	holding	—	—		—	62,369,305	D
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	—	Dec 21, 2018	C	2,640,111	D	—	—	Class A common stock	2,640,111	27,874,512	I
Class A Unit^F2,F3,F4,F1	—	Jan 3, 2019	C	76,855	D	—	—	Class A common stock	76,855	27,748,929	I
Class C Unit^{F2,F3,F4,F5,F7}	—	Dec 21, 2018	C	358,558	D	—	—	Class A common stock	358,558	2,337,031	I
Class C Unit^{F2,F3,F4,F5,F8}	—	Dec 21, 2018	C	368,339	D	—	—	Class A common stock	368,339	416,393	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 67.53% 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, one of whom is Mr. Drahi, and four 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.
F6The form of ownership and number of shares beneficially owned as reported by Next Alt previously was and herein is correct and unchanged, provided that the pecuniary interest in a certain limited amount of such beneficially owned shares may be deemed to have changed pursuant to changes relating to certain arrangements to which Next Alt has been party.
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 25% on December 21, 2018. The remaining 25% will vest on December 21, 2019.