Director Crestview Partners Iii Gp, L.P. returned 31,856,414 shares to the company (SEC Form 4)
$WOW
Cable & Other Pay Television Services
Telecommunications
| FORM 4 |
UNITED 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WideOpenWest, Inc. [ WOW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/31/2025 | D(1)(2)(3)(4) | 31,856,414(5) | D | (3)(4) | 0 | I | See Footnotes(6)(7)(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 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. |
| Remarks: |
| Exhibit 99 - Joint Filer Statement |
| 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 | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||