01/05/2026 | Press release | Distributed by Public on 01/05/2026 17:12
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
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 (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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Crestview Partners III GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
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Crestview W1 Holdings, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
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Crestview W1 TE Holdings, LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
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Crestview W1 Co-Investors, LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
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Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | X | ||
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Cassidy Brian P C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | |||
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Kilpatrick Daniel G. C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | |||
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VOLPERT BARRY S C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022 |
X | |||
| By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Poojitha Mantha, Chief Compliance Officer | 01/05/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 11, 2025 (the "Merger Agreement"), by and among WideOpenWest, Inc. (the "Issuer"), Bandit Parent, LP, a Delaware limited partnership ("Parent"), and Bandit Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer on December 31, 2025 (the "Merger"), with Issuer continuing after the Merger as a wholly owned subsidiary of Parent. |
| (2) | In connection with the transactions contemplated by the Merger Agreement, the Issuer and Parent entered into a Voting, Support and Rollover Agreement (the "Rollover Agreement"), dated August 11, 2025, with (i) Crestview W1 TE Holdings, LLC, Crestview W1 Holdings, L.P., Crestview W1 Co-Investors, LLC, and Crestview Advisors, L.L.C. (collectively, the "Crestview Rolling Stockholders"); (ii) Brian P. Cassidy, Daniel G. Kilpatrick, and Barry S. Volpert (collectively, the "Individual Rolling Stockholders," and together with the Crestview Rolling Stockholders, the "Rollover Stockholders," and each, a "Rollover Stockholder"). |
| (3) | Pursuant to the Rollover Agreement, each of the Individual Rolling Stockholders transferred all of the shares of Common Stock that they owned (and in which they had previously assigned all rights, title and interest) to Crestview Advisors, L.L.C., and such shares of Common Stock of the Issuer were then contributed, together with the Common Stock held by the Crestview Rolling Stockholders, to MergerSub in exchange for equity interests in Bandit HoldCo, Inc. ("HoldCo"), which equity interests in HoldCo were then contributed to Parent inexchange for equity interests in Parent. (Cont. in FN4) |
| (4) | (Cont. from FN3) The foregoing contributions and exchanges of the Rollover Stockholders' equity interests in the Issuer (the "Rollover Shares") occurred immediately prior to the closing of the Merger. Solely as a result of such contributions and exchanges, the Crestview Rolling Stockholders own direct equity interests in Parent following the consummation of such contributions and exchanges. The closing price of the Common Stock immediately prior to the Merger was $5.20 per share. |
| (5) | 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"), and (ii) 618,496 shares of Common Stock in the aggregate granted under the Issuer's 2017 Omnibus Incentive Plan (as amended, the "Plan") to each of Messrs. Volpert, Kilpatrick and Cassidy in lieu of all or a portion of the cash retainer fees payable to such individual for service as a director on the Issuer's board of directors. Each of Messrs. Volpert, Kilpatrick and Cassidy has assigned all rights, title and interest in such shares to Crestview Advisors, L.L.C. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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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Remarks: Exhibit 99 - Joint Filer Statement |
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