0000947871-20-000963.txt : 20201223 0000947871-20-000963.hdr.sgml : 20201223 20201223200928 ACCESSION NUMBER: 0000947871-20-000963 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201222 FILED AS OF DATE: 20201223 DATE AS OF CHANGE: 20201223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goei Dexter CENTRAL INDEX KEY: 0001708711 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38126 FILM NUMBER: 201414121 MAIL ADDRESS: STREET 1: 1111 STEWART AVENUE CITY: BETHPAGE STATE: NY ZIP: 11714 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 ownership.xml X0306 4 2020-12-22 0 0001702780 Altice USA, Inc. ATUS 0001708711 Goei Dexter 1 COURT SQUARE WEST LONG ISLAND CITY NY 11101 1 1 0 0 Chief Executive Officer Variable Prepaid Share Forward Transaction 2020-12-22 4 J 1 2244563 A Class A common stock 2244563 2244563 I LLCs 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)): (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. 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. /s/ Dexter Goei 2020-12-23