WideOpenWest Inc.

07/06/2022 | Press release | Distributed by Public on 07/06/2022 17:01

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 *
Crestview Partners III GP, L.P.
2. Issuer Name and Ticker or Trading Symbol
WideOpenWest, Inc. [WOW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS , 590 MADISON AVENUE, 42ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
NEW YORK NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crestview Partners III GP, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Crestview W1 Holdings, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Crestview W1 TE Holdings, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Crestview W1 Co-Investors, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Crestview Advisors, L.L.C.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Cassidy Brian P
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X

Kilpatrick Daniel G.
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X

VOLPERT BARRY S
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X

Signatures

By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 2022-07-06
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) Reflects (i) 1,001 shares of Common Stock of the Issuer ("Common Stock") granted to Mr. Volpert, (ii) 1,322 shares of Common Stock granted to Mr. Kilpatrick and (iii) 1,101 shares of Common Stock granted to Mr. Cassidy, in each case under the Issuer's 2017 Omnibus Incentive Plan (as amended, the "Plan") and at the election of each such individual in lieu of all or a portion of the cash retainer fees payable to such individual for service as a director on the board of directors of the Issuer ("Board") during the Issuer's 2022 fiscal year (collectively, the "Retainer Shares").
(2) Each of Messrs. Volpert, Kilpatrick and Cassidy has assigned all rights, title and interest in the Retainer Shares granted to him to Crestview Advisors, L.L.C.
(3) Upon a cessation of service on the Board for any reason prior to the end of the period to which such Retainer Shares relate, a pro-rated portion of the grant date cash value of the Retainer Shares will be required to be remitted to the Issuer.
(4) Includes (i) shares of Common Stock in the aggregate beneficially owned by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, the "Crestview Funds"), (ii) (a) 18,261 outstanding restricted shares of Common Stock and (b) 3,424 Retainer Shares, in each case granted under the Plan to each of Messrs. Volpert, Kilpatrick and Cassidy, in the aggregate (each of Messrs. Volpert, Kilpatrick and Cassidy has assigned all rights, title and interest in the restricted shares of Common Stock and Retainer Shares granted to them to Crestview Advisors, L.L.C.) and (iii) 253,157 shares of Common Stock held by Crestview Advisors, L.L.C. delivered pursuant to awards of restricted Common Stock and Retainer Shares previously granted under the Plan to each of Messrs. Volpert, Kilpatrick, Cassidy and Jeffrey A. Marcus, as applicable, for which the applicable restrictions have previously lapsed.
(5) Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the shares of Common Stock held by the Crestview Funds. Crestview Partners III GP, L.P. exercises voting and dispositive power over the shares of Common Stock held by the Crestview Funds, which decisions are made by the investment committee of Crestview Partners III GP, L.P. and the chairman of the investment committee.
(6) Each of Messrs. Volpert, Kilpatrick and Cassidy is a member of the Issuer's board of directors. Mr. Volpert is the Co-Founder, CEO and a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to the Crestview Funds), and serves as the chairman of the investment committee of Crestview Partners III GP, L.P. Messrs. Cassidy and Kilpatrick are each Partners of each of Crestview, L.L.C. and Crestview Advisors, L.L.C.
(7) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
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