WideOpenWest, Inc. — Director's Dealing 2018

Jun 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WideOpenWest, Inc. (WOW)
CIK: 0001701051
Period of Report: 2018-06-20

Reporting Person: Crestview Partners III GP, L.P. (Director, 10% Owner)
Reporting Person: Crestview W1 Holdings, L.P. (Director, 10% Owner)
Reporting Person: Crestview W1 TE Holdings, LLC (Director, 10% Owner)
Reporting Person: Crestview W1 Co-Investors, LLC (Director, 10% Owner)
Reporting Person: Crestview Advisors, L.L.C. (Director, 10% Owner)
Reporting Person: MARCUS JEFFREY (Director)
Reporting Person: Cassidy Brian P (Director)
Reporting Person: Kilpatrick Daniel G. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-20	Common Stock	A	46000	$9.73	Acquired	27108687	Indirect
2018-06-21	Common Stock	A	46000	$9.52	Acquired	27154687	Indirect
2018-06-22	Common Stock	A	46000	$9.92	Acquired	27200687	Indirect

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 Plan in order to purchase Common Stock of the Issuer ("Common Stock"), as described in the Issuer's Form 8-K filed with the Securities and Exchange Commission ("SEC") on May 11, 2018.

F2: Includes 27,108,687, 27,154,687 and 27,200,687 shares of Common Stock on June 20, June 21 and June 22, 2018, respectively, (i) beneficially owned by Crestview W1 Holdings, L.P., (ii) beneficially owned by Crestview W1 TE Holdings, LLC, (iii) beneficially owned by Crestview W1 Co-Investors, LLC and (iv) underlying awards of restricted stock units ("RSUs") previously granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director"), in the aggregate, under the Issuer's 2017 Omnibus Incentive Plan (the "Plan") (each Crestview Director has assigned all rights, title and interest in the Common Stock underlying such RSUs to Crestview Advisors, L.L.C.) or held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan to certain of the Crestview Directors.

F3: Crestview Partners III GP, L.P. and certain of its affiliates may be deemed to have beneficial ownership of the shares of Common Stock held by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, the "Crestview Funds"). Crestview Partners III GP, L.P. exercises voting and dispositive power over the shares of Common Stock held by the Crestview Funds, which decisions are made by the investment committee of Crestview Partners III GP, L.P.

F4: Each Crestview Director is a member of the Issuer's board of directors, and Messrs. Cassidy and Kilpatrick are each Partners of each of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing entities. Mr. Marcus is Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C.

F5: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

F6: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.62 to $9.95 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.40 to $9.70 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.77 to $10.00 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.