WideOpenWest, Inc. — Director's Dealing 2020

May 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WideOpenWest, Inc. (WOW)
CIK: 0001701051
Period of Report: 2020-05-07

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: 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
2020-05-07	Common Stock	A	63417	—	Acquired	31411241	Indirect
2020-05-07	Common Stock	A	11097	$5.44	Acquired	31422338	Indirect

Footnotes

F1: Reflects an award of 21,139 restricted shares of Common Stock of the Issuer ("Common Stock") granted to each of Barry S. Volpert, Daniel G. Kilpatrick and Brian P. Cassidy under the Issuer's 2017 Omnibus Incentive Plan (as amended, the "Plan"). Each of the Messrs. Volpert, Kilpatrick and Cassidy 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 7, 2021, subject to the terms of the Plan and the applicable award agreement issued thereunder.

F3: Reflects (i) 3,446 shares of Common Stock granted to Mr. Volpert, (ii) 3,860 shares of Common Stock granted to Mr. Kilpatrick and (iii) 3,791 shares of Common Stock granted to Mr. Cassidy, in each case under the Plan and at the election of each such individual in lieu of all or a portion of the quarterly cash retainer fees payable to such individual for service as a director on the board of directors of the Issuer ("Board") during the Issuer's 2020 fiscal year (collectively, the "Retainer Shares"). Each of Messrs. Volpert, Kilpatrick and Cassidy has assigned all rights, title and interest in the Retainer Shares granted to him to Crestview Advisors, L.L.C.

F4: Upon a cessation of service on the Board for any reason prior to the end of the period to which such Retainer Shares relate, a pro-rated portion of the grant date cash value of the Retainer Shares will be required to be remitted to the Issuer.

F5: 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) (a) 63,417 outstanding restricted shares of Common Stock and (b) 11,097 Retainer Shares, in each case granted under the Plan to each of Messrs. Volpert, Kilpatrick and Cassidy, in the aggregate (each of Messrs. Volpert, Kilpatrick and Cassidy has assigned all rights, title and interest in the restricted shares of Common Stock and Retainer Shares granted to them to Crestview Advisors, L.L.C.) and (iii) 109,906 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 each of Messrs. Volpert, Kilpatrick, Cassidy and Jeffrey A. Marcus.

F6: Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the shares of Common Stock held by 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. and the chairman of the investment committee.

F7: Each of Messrs. Volpert, Kilpatrick and Cassidy 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.

F8: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.