0000950103-18-009456.txt : 20180806 0000950103-18-009456.hdr.sgml : 20180806 20180806185310 ACCESSION NUMBER: 0000950103-18-009456 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180802 FILED AS OF DATE: 20180806 DATE AS OF CHANGE: 20180806 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kilpatrick Daniel G. CENTRAL INDEX KEY: 0001693578 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 18995906 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS, L.L.C. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cassidy Brian P CENTRAL INDEX KEY: 0001608356 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 18995907 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS, L.L.C. STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARCUS JEFFREY CENTRAL INDEX KEY: 0001158783 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 18995908 MAIL ADDRESS: STREET 1: CRESTVIEW STREET 2: 667 MADISON AVENUE, 10TH FL. CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Advisors, L.L.C. CENTRAL INDEX KEY: 0001559054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 18995909 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview W1 Co-Investors, LLC CENTRAL INDEX KEY: 0001703177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 18995910 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview W1 TE Holdings, LLC CENTRAL INDEX KEY: 0001703176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 18995911 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview W1 Holdings, L.P. CENTRAL INDEX KEY: 0001703151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 18995912 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners III GP, L.P. CENTRAL INDEX KEY: 0001703027 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 18995913 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WideOpenWest, Inc. CENTRAL INDEX KEY: 0001701051 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7887 EAST BELLEVIEW AVENUE, SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 7204793500 MAIL ADDRESS: STREET 1: 7887 EAST BELLEVIEW AVENUE, SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 4 1 ownership.xml FORM 4 X0306 4 2018-08-02 0 0001701051 WideOpenWest, Inc. WOW 0001703027 Crestview Partners III GP, L.P. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001703151 Crestview W1 Holdings, L.P. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001703176 Crestview W1 TE Holdings, LLC C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001703177 Crestview W1 Co-Investors, LLC C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001559054 Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001158783 MARCUS JEFFREY C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 0001608356 Cassidy Brian P C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 0001693578 Kilpatrick Daniel G. C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 Common Stock 2018-08-02 4 P 0 47000 10.89 A 28750687 I See Footnotes Common Stock 2018-08-03 4 P 0 47000 10.91 A 28797687 I See Footnotes Common Stock 2018-08-06 4 P 0 21600 11.02 A 28819287 I See Footnotes This transaction was effected pursuant to a Rule 10b5-1 Plan (the "Plan") in order to purchase Common Stock of the Issuer ("Common Stock"), as described in the Issuer's Form 8-K filed with the Securities and Exchange Commission ("SEC") on May 11, 2018. Includes 28,750,687, 28,797,687, and 28,819,287 shares of Common Stock on August 2, August 3 and August 6, respectively, (i) beneficially owned by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC, and Crestview W1 Co-Investors, LLC and (ii) underlying awards of restricted stock units ("RSUs") previously granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director"), in the aggregate, under the Issuer's 2017 Omnibus Incentive Plan (the "Plan") (each Crestview Director has assigned all rights, title and interest in the Common Stock underlying such RSUs to Crestview Advisors, L.L.C.) or held by Crestview Advisors, L.L.C that were delivered upon the vesting of RSUs previously granted under the Plan to certain of the Crestview Directors. Crestview Partners III GP, L.P. and certain of its affiliates may be deemed to have beneficial ownership of the shares of Common Stock held by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, 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. Each Crestview Director is a member of the Issuer's board of directors, and Messrs. Cassidy and Kilpatrick are each Partners of each 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 entities. Mr. Marcus is Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. The reported price is a weighted average price for multiple transactions. These transactions were executed at prices ranging from $10.76 to $11.02 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote. The reported price is a weighted average price for multiple transactions. These transactions were executed at prices ranging from $10.76 to $11.05 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote. The reported price is a weighted average price for multiple transactions. These transactions were executed at prices ranging from $10.89 to $11.21 per share, inclusive. Each Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote. By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 2018-08-06 EX-99.1 2 dp94324_ex9901.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners III GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

1.

Crestview W1 Holdings, L.P.

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

2.

Crestview W1 TE Holdings, LLC

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

3.

Crestview W1 Co-Investors, LLC

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

4.

Crestview Advisors, L.L.C.

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

5. Jeffrey A. Marcus

c/o Crestview Advisors, L.L.C.

667 Madison Avenue, 10th Floor

New York, NY 10065

6.

Brian P. Cassidy

c/o Crestview Advisors, L.L.C.

667 Madison Avenue, 10th Floor

New York, NY 10065

7.

Daniel G. Kilpatrick

c/o Crestview Advisors, L.L.C.

667 Madison Avenue, 10th Floor

New York, NY 10065

 

Date of Event Requiring Statement: August 2, 2018

Issuer Name and Ticker or Trading Symbol: WideOpenWest, Inc. [WOW]

 

 

 

 

CRESTVIEW W1 HOLDINGS, L.P.

 

By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW W1 TE HOLDINGS, LLC

 

By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW W1 CO-INVESTORS, LLC

 

By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW ADVISORS, L.L.C.

 

By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

JEFFREY A. MARCUS

 

By:

/s/ Ross A. Oliver, Attorney-in-fact

  

 

BRIAN P. CASSIDY

 

By:

/s/ Ross A. Oliver, Attorney-in-fact

  

 

DANIEL G. KILPATRICK

 

By:

/s/ Ross A. Oliver, Attorney-in-fact

  

 

Date: August 6, 2018