WideOpenWest, Inc. — Director's Dealing 2019

Nov 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WideOpenWest, Inc. (WOW)
CIK: 0001701051
Period of Report: 2019-10-31

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)
Reporting Person: VOLPERT BARRY S (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-31	Common Stock	A	11351	—	Acquired	31347824	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13657	Indirect

Footnotes

F1: Reflects an award of 11,351 restricted shares of Common Stock of the Issuer ("Common Stock") granted to Barry S. Volpert under the Issuer's 2017 Omnibus Incentive Plan (as amended, the "Plan"). Mr. Volpert has assigned all rights, title and interest in the restricted shares of Common Stock granted to him to Crestview Advisors, L.L.C.

F2: The restricted shares of Common Stock are scheduled to vest on May 10, 2020, subject to the terms of the Plan and the applicable award agreement issued thereunder.

F3: Includes (i) shares of Common Stock in the aggregate beneficially owned by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, the "Crestview Funds"), (ii) 38,665 outstanding restricted shares of Common Stock granted to each of Brian P. Cassidy, Daniel G. Kilpatrick and Barry S. Volpert, in the aggregate, under the Issuer's 2017 Omnibus Incentive Plan (the "Plan") (each of Messrs. Cassidy, Kilpatrick and Volpert has assigned all rights, title and interest in the restricted shares of Common Stock granted to them to Crestview Advisors, L.L.C.) and (iii) 71,241 shares of Common Stock held by Crestview Advisors, L.L.C that were delivered upon the vesting of awards of restricted Common Stock previously granted under the Plan to Brian P. Cassidy, Daniel G. Kilpatrick and Jeffrey A. Marcus.

F4: Crestview Partners III GP, L.P. (and certain of its affiliates) and Mr. Volpert may be deemed to have beneficial ownership of the shares of Common Stock held by the Crestview Funds and Crestview Advisors, L.L.C., as applicable. 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. and the Chairman of the investment committee.

F5: Each of Messrs. Volpert, Cassidy, Kilpatrick and Marcus (each, a "Crestview Director") is a member of the Issuer's board of directors. Mr. Volpert is the Co-Founder, CEO and a Partner 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 Crestview entities), and serves as the Chairman of the investment committee of Crestview Partners III GP, L.P. Messrs. Cassidy and Kilpatrick are each Partners of each of Crestview, L.L.C. and Crestview Advisors, L.L.C. Mr. Marcus is Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C.

F6: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

F7: Reflects 13,657 restricted shares of Common Stock previously granted to Mr. Marcus under the Plan.