Altice USA, Inc. — Director's Dealing 2017

Jun 22, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Altice USA, Inc. (ATUS)
CIK: 0001702780
Period of Report: 2017-06-21

Reporting Person: Next Alt S.a.r.l. (Director, 10% Owner)
Reporting Person: Drahi Patrick (Director, 10% Owner)
Reporting Person: Altice N.V. (Director, 10% Owner)
Reporting Person: A4 S.A. (Director)
Reporting Person: CVC 3 B.V. (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	1000	Indirect
Class A common stock	6806713	Indirect
Class A common stock	57064086	Indirect
Class B common stock	490085674	Indirect
Class B common stock	1000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Unit	$		Class A common stock (57064086)		Indirect
Class C Unit	$		Class A common stock (32294494)		Indirect
Class C Unit	$		Class A common stock (3748540)		Indirect
Class C Unit	$		Class A common stock (1595952)		Indirect
Put Right	$		Class A Common Stock (57064086)		Indirect

Footnotes

F1: Next Alt S.a r.l. ("Next Alt") is a personal holding company of Patrick Drahi, who is its sole indirect controlling shareholder. As of the date of this report, Next Alt is holder of 59.37% of the share capital and voting rights of Altice N.V. Altice 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. A4 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 Issuer to be entered into at the closing of the IPO pursuant to which they have certain rights to appoint directors of the Issuer.

F2: Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests.

F3: Mr. Drahi is the sole controlling shareholder of Uppernext. As such, Mr. Drahi may be deemed to beneficially own shares of the Issuer held by Uppernext.

F4: As of the date of this report, CVC 3 B.V. ("CVC 3") holds more than 10% of the Class A common stock of the Issuer on an as converted basis. Altice N.V. owns an indirect 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 Holding US Limited Partnership ("Neptune Holding US LP"). As such, 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.

F5: Class 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.

F6: 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.

F7: Class 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.

F8: These Class C Units are vested.

F9: These Class C Units vest 50% on December 21, 2017, 25% on December 21, 2018 and 25% on December 21, 2019.

F10: Neptune Holdings US LP has a right to put its Class A common stock to the holder of any Class A Unit or vested Class C Unit.