Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Altice USA, Inc. [ ATUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	12/06/2024⁽⁴⁾		S		268,410	D	$23.3164	16,046,232	D⁽¹⁾
Class A common stock	12/06/2024⁽⁴⁾		S		268,410	D	$24.5	15,777,822	D⁽¹⁾
Class A common stock	12/06/2024⁽⁴⁾		S		268,410	D	$25.6836	15,509,412	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call option (obligation to sell)	⁽²⁾⁽³⁾	12/06/2024		X			268,410	12/06/2024	12/06/2024	Class A Common stock	268,410	$0	10,199,580	D
Call option (obligation to sell)	⁽²⁾⁽³⁾	12/06/2024		X			268,410	12/06/2024	12/06/2024	Class A Common stock	268,410	$0	9,931,170	D
Call option (obligation to sell)	⁽²⁾⁽³⁾	12/06/2024		X			268,410	12/06/2024	12/06/2024	Class A Common stock	268,410	$0	9,662,760	D

1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Drahi Patrick

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Next Alt S.a r.l. ("Next Alt") is an indirect wholly-owned and controlled personal holding company of Patrick Drahi. Mr. Drahi is a director of the Issuer. Next Alt is a party to a stockholders agreement with the Issuer pursuant to which Next Alt has certain rights to appoint directors of the Issuer. Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such Reporting Person's pecuniary interests.

2. Next Alt is a party to existing bilateral European capped call transactions ("Capped Calls") with a financial institution counterparty with respect to a total of 33,819,573 shares of Class A common stock of the Issuer. The Capped Calls expire in equal tranches over a 42 scheduled trading day period, beginning October 25, 2024 and are automatically exercised upon expiration. For each Capped Call (of which there are three on each trading day, each at different strike prices), Next Alt is required to deliver to the counterparty a number of shares of Class A common stock equal to the amount set forth in (3).

3. (i) if the then-current value of the shares (the "Settlement Price") is below the lower strike price (98.5%, 103.5% or 108.5% of the reference price), zero; (ii) if the Settlement Price is equal to or above the lower strike price but is equal to or below the higher strike price (149.6%, 154.6% or 159.6% of the reference price), then (x) the product of the number of shares under such Capped Call and the lower strike price divided by (y) the Settlement Price; or (iii) if the Settlement Price is above the higher strike price, (x) the product of (A) the number of shares under such Capped Call and (B) the sum of (I) the lower strike price and (II) the excess, if any, of the Settlement Price over the higher strike price, divided by (y) the Settlement Price.

4. In connection with the exercise and expiration of the Capped Calls on the date set forth in Table II, Next Alt repaid debt to the financial institution incurred in connection with the execution of the Capped Calls by delivering the shares set forth in Table I on such date valued at the price set forth in Table I for such date.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney for Next Alt S.a r.l; Exhibit 24.2 - Power of Attorney for Patrick Drahi

	Next Alt S.a r.l. By: /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Next Alt S.a r.l.	12/06/2024
	Patrick Drahi By: /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Patrick Drahi	12/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints Armelle Koelf, the undersigned’s true and lawful attorney-in-fact, to:

1. execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or 10% shareholder of Altice USA, Inc. (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation the execution and filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and

3. take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until June 30, 2025, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 17th day of October 2024.

Signed and Acknowledged:

Next Alt S.a.r.l.

By: /s/ Patrick Drahi and /s/ Laurent Godineau
Name: Patrick Drahi and Laurent Godineau
Title: Manager A and Manager B

Exhibit 24.2

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints Armelle Koelf, the undersigned’s true and lawful attorney-in-fact, to:

This Power of Attorney shall remain in full force and effect until June 30, 2025, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 17^th day of October 2024.

Signed and Acknowledged:

/s/ Patrick Drahi
Patrick Drahi

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints Armelle Koelf, the undersigned’s true and lawful attorney-in-fact, to:

This Power of Attorney shall remain in full force and effect until June 30, 2025, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 17th day of October 2024.

Signed and Acknowledged:

Next Alt S.a.r.l.

By: /s/ Patrick Drahi and /s/ Laurent Godineau
Name: Patrick Drahi and Laurent Godineau
Title: Manager A and Manager B

Altice USA (NYSE:ATUS)
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