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Avista Capital Partners

Filed: 23 May 17, 8:00pm
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Avista Capital Managing Member, LLC

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2017
3. Issuer Name and Ticker or Trading Symbol
WideOpenWest, Inc. [ WOW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)2. Amount of Securities Beneficially Owned (Instr. 4)3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock37,870,054IAvista Funds(1)(2)(3)(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Exercise Price of Derivative Security5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Avista Capital Managing Member, LLC

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Avista Capital Partners, L.P.

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Avista Capital Partners (Offshore), L.P.

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Avista Capital Partners III, L.P.

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Avista Capital Partners (Offshore) III, L.P.

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Avista Capital Partners (Offshore) III-A, L.P.

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ACP Racecar Co-Invest, LLC

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
ACP Racecar Co-Invest II, LLC

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Tamaroff Joshua Alexander

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Burgstahler David F

(Last)(First)(Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
Explanation of Responses:
1. Represents shares of Common Stock of the Issuer ("Common Stock") that are indirectly beneficially held by the reporting persons through Racecar Acquisition, LLC as follows:
2. 8,571,180 shares held by Avista Capital Partners, L.P., 2,260,143 shares held by Avista Capital Partners (Offshore), 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 (collectively, the "Avista Entities'').
3. Avista Capital Managing Member, LLC exercises voting and dispositive power over the Avista Entities.
4. 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 President of the general partner of Avista Capital Partners GP, LLC.
5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
AVISTA CAPITAL MANAGING MEMBER, LLC /s/ David Burgstahler, President05/24/2017
AVISTA CAPITAL PARTNERS, L.P., by Avista Capital Partners GP, LLC, its General Partner /s/ David Burgstahler, President05/24/2017
AVISTA CAPITAL PARTNERS (OFFSHORE), L.P., by Avista Capital Partners GP, LLC, its General Partner /s/ David Burgstahler, President05/24/2017
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, President05/24/2017
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, President05/24/2017
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, President05/24/2017
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, President05/24/2017
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, President05/24/2017
JOSHUA ALEXANDER TAMAROFF /s/ David Burgstahler, Attorney-in-Fact05/24/2017
/s/ David Burgstahler05/24/2017
** Signature of Reporting PersonDate
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 5 (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).
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