4//SEC Filing
Goei Dexter 4
Accession 0000947871-20-000963
CIK 0001702780other
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 8:09 PM ET
Size
8.0 KB
Accession
0000947871-20-000963
Insider Transaction Report
Form 4
Altice USA, Inc.ATUS
Goei Dexter
DirectorChairman & CEO
Transactions
- OtherSwap
Variable Prepaid Share Forward Transaction
2020-12-22+2,244,563→ 2,244,563 total(indirect: By LLC)→ Class A common stock (2,244,563 underlying)
Footnotes (3)
- [F1]On December 22, 2020, the reporting person amended the terms of a Variable Prepaid Forward Transaction (the "Transaction") entered into on March 22, 2019 with an unaffiliated bank (the "Bank") relating to 2,244,563 shares of Class A common stock of the Issuer (the "Shares") held by the reporting person. The Transaction was divided into two individual components (each a "Component") designated by two valuation dates (the "Valuation Dates"), with respect to 1,122,282 Shares and 1,122,281 Shares, respectively, (each, the "Component Number of Shares" for the relevant Component). On the settlement date for each Component, the reporting person will be obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, it may pay an equivalent amount in cash on the cash settlement date(s)):
- [F2](a) if the volume weighted average trading price per Share on the Valuation Date for the relevant Component (the "Settlement Price") is less than a specified price (the "Floor Price"), the Component Number of Shares; (b) if the Settlement Price is greater than the Floor Price but less than or equal to a specified price (the "Cap Price"), the Component Number of Shares multiplied by the Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Component Number of Shares multiplied by (1 - ((Cap Price - Floor Price), divided by the Settlement Price)). The purpose of the amendment is to change (x) the Valuation Dates from March 22, 2022 through March 23, 2022, inclusive, to December 21, 2021 through December 22, 2021, inclusive; (y) the Floor Price from $22.02 to $35.310; and (z) the Cap Price from $29.73 to $42.372.
- [F3]In exchange for assuming this amended obligation, the reporting person is receiving a cash payment of $5,809,155 in connection with entering into the Transaction. On March 22, 2019, the reporting person pledged 2,244,563 Shares (the "Pledged Shares") to the Bank to secure its obligations under the Transaction, which such pledge remains in place. The reporting person retains voting rights in the Pledged Shares during the term of the pledge, subject to the Bank's exercise of default remedies. The terms of the Transaction may be adjusted to account for the economic effects of dividends paid during the term of the pledge.
Documents
Issuer
Altice USA, Inc.
CIK 0001702780
Entity typeother
Related Parties
1- filerCIK 0001708711
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 8:09 PM ET
- Size
- 8.0 KB