Accession Number: | 0000950103-18-007833 |
Date: | 2018-06-25 |
Issuer: | WIDEOPENWEST, INC. (WOW) |
Original Submission Date: |
CRESTVIEW PARTNERS III GP, L.P.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10065
CRESTVIEW W1 HOLDINGS, L.P.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10065
CRESTVIEW W1 TE HOLDINGS, LLC
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10065
CRESTVIEW W1 CO-INVESTORS, LLC
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10065
CRESTVIEW ADVISORS, L.L.C.
C/O CRESTVIEW PARTNERS
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10065
MARCUS JEFFREY
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10065
CASSIDY BRIAN P
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10065
KILPATRICK DANIEL G.
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY 10065
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
COMMON STOCK | 2018-06-25 | A | 57,000 | a | $9.84 | 27,257,687 | indirect | ||
COMMON STOCK | 2018-06-26 | A | 57,000 | a | $9.70 | 27,314,687 | indirect | ||
COMMON STOCK | 2018-06-27 | A | 57,000 | a | $9.65 | 27,371,687 | indirect |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
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ID | footnote |
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f1 | this transaction was effected pursuant to a rule 10b5-1 plan in order to purchase common stock of the issuer ("common stock"), as described in the issuer's form 8-k filed with the securities and exchange commission ("sec") on may 11, 2018. |
f2 | includes 27,257,687, 27,314,687 and 27,371,687 shares of common stock on june 25, june 26 and june 27, 2018, respectively, (i) beneficially owned by crestview w1 holdings, l.p., (ii) beneficially owned by crestview w1 te holdings, llc, (iii) beneficially owned by crestview w1 co-investors, llc and (iv) underlying awards of restricted stock units ("rsus") previously granted to jeffrey a. marcus, brian p. cassidy and daniel g. kilpatrick (each, a "crestview director"), in the aggregate, under the issuer's 2017 omnibus incentive plan (the "plan") (each crestview director has assigned all rights, title and interest in the common stock underlying such rsus to crestview advisors, l.l.c.) or held by crestview advisors, l.l.c that were delivered upon the vesting of rsus previously granted under the plan to certain of the crestview directors. |
f3 | crestview partners iii gp, l.p. and certain of its affiliates may be deemed to have beneficial ownership of the shares of common stock held by crestview w1 holdings, l.p., crestview w1 te holdings, llc and crestview w1 co-investors, llc (collectively, 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. |
f4 | each crestview director is a member of the issuer's board of directors, and messrs. cassidy and kilpatrick are each partners of each 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 certain of the foregoing entities. mr. marcus is vice chairman of crestview, l.l.c. and crestview advisors, l.l.c. |
f5 | each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
f6 | the reported price is a weighted average price for multiple transactions. these transactions were executed at prices ranging from $9.69 to $10.02 per share, inclusive. each reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the sec, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote. |
f7 | the reported price is a weighted average price for multiple transactions. these transactions were executed at prices ranging from $9.65 to $9.78 per share, inclusive. each reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the sec, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote. |
f8 | the reported price is a weighted average price for multiple transactions. these transactions were executed at prices ranging from $9.53 to $9.84 per share, inclusive. each reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the sec, upon written request, full information regarding the number of shares transacted at each separate price within the range set forth in this footnote. |