0000929638-22-001657.txt : 20221103 0000929638-22-001657.hdr.sgml : 20221103 20221103170502 ACCESSION NUMBER: 0000929638-22-001657 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20221101 FILED AS OF DATE: 20221103 DATE AS OF CHANGE: 20221103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Next Alt S.a.r.l. CENTRAL INDEX KEY: 0001709662 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38126 FILM NUMBER: 221359014 BUSINESS ADDRESS: STREET 1: 5, RUE EUGENE RUPPERT CITY: GRAND DUCHY OF LUXEMBOURG STATE: N4 ZIP: L-2453 BUSINESS PHONE: 352 27 380 801 MAIL ADDRESS: STREET 1: 5, RUE EUGENE RUPPERT CITY: GRAND DUCHY OF LUXEMBOURG STATE: N4 ZIP: L-2453 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drahi Patrick CENTRAL INDEX KEY: 0001709689 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38126 FILM NUMBER: 221359013 MAIL ADDRESS: STREET 1: WIESTISTRASSE 14 CITY: ZERMATT STATE: V8 ZIP: 3920 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Altice USA, Inc. CENTRAL INDEX KEY: 0001702780 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 383980194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 COURT SQUARE WEST CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 BUSINESS PHONE: (516) 803-2300 MAIL ADDRESS: STREET 1: 1 COURT SQUARE WEST CITY: LONG ISLAND CITY STATE: NY ZIP: 11101 4 1 form4.xml X0306 4 2022-11-01 0001702780 Altice USA, Inc. ATUS 0001709662 Next Alt S.a.r.l. 1, RUE HILDEGARD VON BINGEN GRAND DUCHY OF LUXEMBOURG N4 L-1282 LUXEMBOURG true true 0001709689 Drahi Patrick 1, RUE HILDEGARD VON BINGEN GRAND DUCHY OF LUXEMBOURG N4 L-1282 LUXEMBOURG true true Class A common stock 33420144 D Class A common stock 6343893 I Uppernext S.C.S.p Class A common stock 0 I Altice UK S.a.r.l. Class A common stock 0 I A4 S.A. Stock Option (right to buy) Class A common stock 17.5 2022-11-01 4 D 0 628578 D 2028-12-19 Class A common stock 628578 708822 I Uppernext S.C.S.p Stock Option (right to buy) Class A common stock 28.36 2022-11-01 4 D 0 1840000 D 2030-01-29 Class A common stock 1840000 2160000 I Uppernext S.C.S.p Performance Stock Units 2022-11-01 4 D 0 159270 D Class A common stock 159270 186970 I Uppernext S.C.S.p Performance Stock Units 2022-11-01 4 D 0 388117 D Class A common stock 388117 455616 I Uppernext S.C.S.p Next Alt S.a r.l. ("Next Alt") is an indirect wholly-owned and controlled personal holding company of Patrick Drahi. Uppernext S.C.S.p ("Uppernext") is a wholly-owned and controlled personal holding company of Patrick Drahi. Mr. Drahi may be deemed to beneficially own shares of the Issuer held by Next Alt and Uppernext. Altice UK S.a r.l. ("Altice UK"), formerly known as Altice CVC Lux S.a r.l., is controlled by and 90% indirectly owned by Patrick Drahi. Mr. Drahi and Next Alt were deemed to beneficially own shares of the Issuer held by Altice UK. On May 6, 2022, Altice UK transferred 260,000 shares of the Issuer's Class A common stock to Next Alt. A4 S.A. ("A4") was a company controlled by the family of Patrick Drahi. Mr. Drahi is a director of the Issuer. Next Alt is a party and A4 was a party to a stockholders agreement with the Issuer pursuant to which Next Alt has and A4 had 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. On September 30, 2022, all of the shares of A4 were transferred to Next Alt, after which A4 became a wholly-owned subsidiary of Next Alt. On October 13, 2022, A4 was dissolved and Next Alt became the holder of the 1,000 shares of the Issuer's Class A common stock formerly held by A4. Represents stock options forfeited by the Reporting Person and cancelled by the Issuer pursuant to a settlement agreement terminating litigation in Patel v. Drahi, et al., C.A. No. 2020-0499-PAF (Del. Ch.). These stock options were granted under the Altice USA Long Term Incentive Plan and vested on December 19, 2021. These stock options were granted under the Amended and Restated Altice USA 2017 Long Term Incentive Plan (the "Plan") and vested 50% on December 27, 2021 and are scheduled to vest 25% on December 27, 2022 and 25% on December 27, 2023. Each performance stock unit ("PSU") represents a contingent right to receive one share of Class A common stock of the Issuer. Represents PSUs forfeited by the Reporting Person and cancelled by the Issuer pursuant to a settlement agreement terminating litigation in Patel v. Drahi, et al., C.A. No. 2020-0499-PAF (Del. Ch.). The PSUs were granted under the Plan and vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $50 per share. The PSUs will be forfeited if the applicable performance measure is not achieved prior to January 29, 2026 or if the Reporting Person does not continue to provide services to the Issuer through the achievement date of the applicable performance measure. The PSUs were granted under the Plan and vest on the day following the date on which the 30-day volume weighted average market price of the Issuer's Class A common stock equals or exceeds $60 per share. Exhibit List: Exhibit 24.1 - Power of Attorney for Next Alt; Exhibit 24.2 - Power of Attorney for Patrick Drahi /s/ Armelle Koelf Armelle Koelf, pursuant to power of attorney for Patrick Drahi 2022-11-03 Next Alt S.a r.l. /s/ Armelle Koelf By: Armelle Koelf, pursuant to power of attorney 2022-11-03 EX-24.1 2 exhibit24-1.htm

Exhib it 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 each 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 attorneys-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 December 31, 2022, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this _2nd_ day of November 2022.

Signed and Acknowledged:

Next Alt S.a.r.l.

/s/ Patrick Drahi and Laurent Godineau
Name: Patrick Drahi and Laurent Godineau
Title: Manager A and Manager B
 EX-24.2 3 exhibit24_2.htm
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:
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 each 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 attorneys-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 December 31, 2022, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this _2nd day of November 2022.

Signed and Acknowledged:


/s/ Patrick Drahi
Patrick Drahi