4//SEC Filing
Goei Dexter 4
Accession 0000947871-22-000165
CIK 0001702780other
Filed
Feb 9, 7:00 PM ET
Accepted
Feb 10, 6:49 PM ET
Size
15.1 KB
Accession
0000947871-22-000165
Insider Transaction Report
Form 4
Altice USA, Inc.ATUS
Goei Dexter
DirectorChairman & CEO
Transactions
- OtherSwap
Class A common stock
2021-12-22−1,122,281→ 7,753,359 total(indirect: By LLC) - OtherSwap
Variable Prepaid Share Forward Transaction
2021-12-21−1,122,282→ 1,122,281 total(indirect: By LLC)→ Class A common stock (1,122,282 underlying) - OtherSwap
Class A common stock
2021-12-21−1,122,282→ 8,875,640 total(indirect: By LLC) - OtherSwap
Variable Prepaid Share Forward Transaction
2021-12-22−1,122,281→ 0 total(indirect: By LLC)→ Class A common stock (1,122,281 underlying)
Holdings
- 1,837,951
Class A common stock
Footnotes (4)
- [F1]The reporting person physically settled a Variable Prepaid Forward Transaction entered into on March 22, 2019 (and thereafter amended on December 22, 2020) (the "Transaction") with an unaffiliated bank (the "Bank"). The Transaction related to 2,244,563 shares of Class A common stock of the Issuer (the "Shares") held by the reporting person and was divided into two individual components (each a "Component") designated by two valuation dates, December 21, 2021 and December 22, 2021 (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).
- [F2]On the settlement date for each Component, the reporting person was obligated to deliver to the Bank a number of Shares determined as follows (or, at the reporting person's election, an equivalent amount in cash on the cash settlement date(s)): (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)).
- [F3]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. In exchange for assuming this obligation, the reporting person received an aggregate cash payment equal $43,000,000 upon entry into the Transaction, and an additional $5,809,155 at the time the Transaction was amended. On the Valuation Dates, the Settlement Price was $15.82 and $15.75, respectively. Accordingly, the reporting person transferred to the Bank all of the Component Number of Shares for each Component at settlement, at which time, no Form 4 was previously filed.
- [F4]Since the last Form 4 filed by the reporting person that included Table I holdings, the reporting person transferred Shares previously reported as directly held to LLCs.
Documents
Issuer
Altice USA, Inc.
CIK 0001702780
Entity typeother
Related Parties
1- filerCIK 0001708711
Filing Metadata
- Form type
- 4
- Filed
- Feb 9, 7:00 PM ET
- Accepted
- Feb 10, 6:49 PM ET
- Size
- 15.1 KB