Statement of Changes in Beneficial Ownership (4)
May 13 2019 - 5:24PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Avista Capital Managing Member, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
WideOpenWest, Inc.
[
WOW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O AVISTA CAPITAL PARTNERS, 65 EAST 55TH STREET, 18TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/10/2019
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/10/2019
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A
(1)
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27314
(1)
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A
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$0
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27113539
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I
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See Footnotes
(2)
(3)
(4)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Represents an award of 13,657 shares of restricted stock of the Issuer ("Common Stock") granted to both of David F. Burgstahler and Joshua Tamaroff on May 10, 2019, which will vest in one installment on the first anniversary of the grant date, subject to certain conditions. Both Messrs. Burgstahler and Tamaroff have assigned all rights, title and interest in the restricted shares of Common Stock to Avista Capital Holdings, L.P.
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(2)
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Includes 74,808 shares beneficially owned by Avista Capital Holdings, L.P., 5,189,636 shares held by Avista Capital Partners III, L.P., 1,531,596 shares held by Avista Capital Partners (Offshore) III, L.P., 1,362,097 shares held by Avista Capital Partners (Offshore) III-A, L.P., 18,059,208 shares held by ACP Racecar Co-Invest, LLC and 896,194 shares held by ACP Racecar Co-Invest II, LLC. Does not include shares held directly by Mr. Burgstahler or the Burgstahler Family 2005 Trust, which have been reported separately.
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(3)
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Avista Capital Managing Member, LLC exercises voting and dispositive power over the Avista Entities.
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(4)
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Joshua Tamaroff and David F. Burgstahler are each members of the Issuer's board of directors. Mr. Tamaroff is an employee of the Avista Entities. Mr. Burgstahler is the Chief Executive Officer of Avista Capital Managing Member, LLC.
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(5)
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Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Avista Capital Managing Member, LLC
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022
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X
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X
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Avista Capital Partners III, L.P.
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022
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X
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X
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Avista Capital Partners (Offshore) III, L.P.
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022
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X
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X
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Avista Capital Partners (Offshore) III-A, L.P.
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022
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X
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X
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ACP Racecar Co-Invest, LLC
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022
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X
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X
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ACP Racecar Co-Invest II, LLC
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022
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X
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X
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Burgstahler David F
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022
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X
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Tamaroff Joshua Alexander
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY 10022
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X
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Signatures
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AVISTA CAPITAL MANAGING MEMBER, LLC /s/ David Burgstahler, President
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5/13/2019
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**
Signature of Reporting Person
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Date
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AVISTA CAPITAL PARTNERS III, L.P., by Avista Capital Partners III GP, L.P., its General Partner, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President
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5/13/2019
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**
Signature of Reporting Person
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Date
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AVISTA CAPITAL PARTNERS (OFFSHORE) III, L.P., by Avista Capital Partners III GP, L.P., its General Partner, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President
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5/13/2019
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**
Signature of Reporting Person
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Date
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AVISTA CAPITAL PARTNERS (OFFSHORE) III-A, L.P., by Avista Capital Partners III GP, L.P., its General Partner, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President
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5/13/2019
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**
Signature of Reporting Person
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Date
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ACP RACECAR CO-INVEST, LLC, by Avista Capital Partners III GP, L.P., its Manager, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President
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5/13/2019
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Signature of Reporting Person
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Date
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ACP RACECAR CO-INVEST II, LLC, by Avista Capital Partners III GP, L.P., its Manager, by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President
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5/13/2019
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**
Signature of Reporting Person
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Date
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JOSHUA ALEXANDER TAMAROFF, /s/ David Burgstahler Attorney-in-Fact
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5/13/2019
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**
Signature of Reporting Person
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Date
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/s/ David Burgstahler
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5/13/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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