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Avista Capital Partners

Filed: 6 Aug 19, 4:30pm
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)
08/06/2019
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 Stock08/06/2019J(1)27,038,731(1)D(1)74,808ISee Footnotes(1)(3)(4)
Common Stock08/06/2019D(2)27,314(2)D(2)47,494ISee Footnote(2)(3)(4)
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 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*
Burgstahler David F

(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)
Explanation of Responses:
1. Pro rata distribution made for no consideration of (i) 5,189,636 shares made by Avista Capital Partners III, L.P., (ii) 1,531,596 shares made by Avista Capital Partners (Offshore) III, L.P., (iii) 1,362,097 shares made by Avista Capital Partners (Offshore) III-A, L.P., (iv) 18,059,208 shares made by ACP Racecar Co-Invest, LLC and (v) 896,194 shares made by ACP Racecar Co-Invest II, LLC (collectively, the "Avista Entities"), each to their respective partners.
2. Includes 27,314 restricted shares granted to David F. Burgstahler and Joshua Tamaroff collectively on May 10, 2019, which were assigned to Avista Capital Holdings, L.P. Such shares were forfeited in connection with Mr. Burgstahler's and Mr. Tamaroff's resignation from the Board of Directors of the Issuer, effective August 6, 2019.
3. Avista Capital Managing Member, LLC exercises voting and dispositive power over the Avista Entities and Avista Capital Holdings, L.P.
4. 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, President08/06/2019
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, President08/06/2019
AVISTA CAPITAL PARTNERS (OFFSHORE) III, L.P., by Avista Capital Managing Member, LLC, its General Partner /s/ David Burgstahler, President08/06/2019
AVISTA CAPITAL PARTNERS (OFFSHORE) III-A, L.P., by Avista Capital Managing Member, LLC, it General Partner /s/ David Burgstahler, President08/06/2019
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, President08/06/2019
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, President08/06/2019
JOSHUA ALEXANDER TAMAROFF, /s/ David Burgstahler Attorney-in-Fact08/06/2019
/s/ David Burgstahler08/06/2019
** Signature of Reporting PersonDate
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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