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Avista Capital Partners

Filed: 18 Jun 17, 8:00pm
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. Issuer Name and Ticker or Trading Symbol
WideOpenWest, Inc. [ WOW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2017
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/15/2017A13,420(1)A$037,883,474ISee Footnotes(2)(3)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)8. Price of Derivative Security (Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)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 an award of 6,710 restricted shares of Common Stock of the Issuer ("Common Stock") granted to both of David F. Burgstahler and Joshua Tamaroff under the Issuer's 2017 Omnibus Incentive Plan (the "Plan"). The restricted shares of Common Stock are scheduled to vest on the date of the Issuer's regularly scheduled 2018 annual stockholders' meeting, subject to the terms of the Plan and the applicable award agreement issued thereunder. 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.
2. Includes (a) the 13,420 restricted shares beneficially owned by Avista Capital Holdings, L.P. and (b) 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, President06/19/2017
AVISTA CAPITAL PARTNERS, L.P, by Avista Capital Partners GP, LLC, its General Partner /s/ David Burgstahler, President06/19/2017
AVISTA CAPITAL PARTNERS (OFFSHORE), L.P., by Avista Capital Partners GP, LLC, its General Partner /s/ David Burgstahler, President06/19/2017
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, President06/19/2017
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, President06/19/2017
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, President06/19/2017
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, President06/19/2017
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, President06/19/2017
JOSHUA ALEXANDER TAMAROFF, /s/ David Burgstahler Attorney-in-Fact06/19/2017
/s/ David Burgstahler06/19/2017
** 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 4 (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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