SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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^*

Altice Teads S.A.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2025

3. Issuer Name and Ticker or Trading Symbol
Outbrain Inc. [ OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	43,750,000⁽¹⁾⁽²⁾	D⁽³⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Altice Teads S.A.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Altice International S.a r.l.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Altice Luxembourg S.A.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Altice Group Lux S.a r.l.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Next Alt S.a.r.l.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Next Luxembourg S.C.Sp

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Next Luxembourg Management GP S.a r.l.

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Drahi Patrick

(Last)

(First)

(Middle)

1, RUE HILDEGARD VON BINGEN

(Street)

GRAND DUCHY OF LUXEMBOURG

L-1282

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On February 3, 2025 (the "Closing Date"), pursuant to the Share Purchase Agreement, dated as of August 1, 2024 (as amended by Amendment No. 1 on February 3, 2025, the "Share Purchase Agreement"), by and among Altice Teads S.A., a public limited liability company (societe anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Altice Teads"), TEADS, a private limited liability company (societe a responsabilite limitee) incorporated and existing under the laws of the Grand Duchy of Luxembourg and then a wholly owned subsidiary of Altice Teads ("Teads"), and Outbrain Inc., a Delaware corporation ("Outbrain"), Outbrain acquired, via certain of its subsidiaries, from Altice Teads all of the issued and outstanding share capital of Teads, upon the terms and subject to the conditions set forth in the Share Purchase Agreement (the "Transaction").

2. In accordance with the Share Purchase Agreement, on the Closing Date, at the closing of the Transaction (the "Closing") and as consideration for the shares of Teads held by Altice Teads, Outbrain paid to Altice Teads $625,000,000, subject to certain customary adjustments, and issued to Altice Teads 43,750,000 shares of common stock, par value $0.001 per share, of Outbrain ("Common Stock").

3. Represents securities owned directly by Altice Teads. Altice Teads is a direct, wholly owned subsidiary of Altice International S.a r.l. (except for one share held by Altice Luxembourg S.A.). Altice International S.a r.l. is a direct, wholly owned subsidiary of Altice Luxembourg S.A. Altice Luxembourg S.A. is a direct, wholly owned subsidiary of Altice Group Lux S.a r.l. Next Alt S.a r.l. owns 91.33% of the outstanding shares of Altice Group Lux S.a r.l. Next Luxembourg S.C.Sp owns all of the outstanding share capital of Next Alt S.a r.l. Patrick Drahi owns all of the outstanding limited partnership units of Next Luxembourg S.C.Sp. Next Luxembourg Management GP S.a r.l. is the general partner of Next Luxembourg S.C.Sp. Patrick Drahi owns all of the outstanding share capital of Next Luxembourg Management GP S.a r.l.

4. As a result of the ownership described in footnote (3) above, Altice Teads, Altice International S.a r.l., Altice Luxembourg S.A., Altice Group Lux S.a r.l., Next Alt S.a r.l., Next Luxembourg S.C.Sp, Next Luxembourg Management GP S.a r.l. and Patrick Drahi (collectively, the "Reporting Persons") may be deemed to have shared beneficial ownership of all of the securities beneficially owned by Altice Teads. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Altice Teads to the extent it directly holds the securities reported on this Form 3) is the beneficial owner of the Common Stock referred to herein for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Persons' respective pecuniary interest therein.

5. Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors-by-deputization by virtue of the Reporting Persons' contractual right to nominate two directors to the board of directors of Outbrain (the "Board") pursuant to the Stockholders' Agreement, dated as of the Closing Date, by and between Altice Teads and Outbrain entered into in connection with the Closing. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest of the securities reported herein by the Reporting Persons.

Remarks:

Exhibit 24 - Powers of Attorney

	ALTICE TEADS S.A., By: /s/ Natacha Marty, as Attorney-in-Fact	02/12/2025
	ALTICE INTERNATIONAL S.A R.L., By: /s/ Natacha Marty, as Attorney-in-Fact	02/12/2025
	ALTICE LUXEMBOURG S.A., By: /s/ Natacha Marty, as Attorney-in-Fact	02/12/2025
	ALTICE GROUP LUX S.A R.L., By: /s/ Natacha Marty, as Attorney-in-Fact	02/12/2025
	NEXT ALT S.A R.L., By: /s/ Natacha Marty, as Attorney-in-Fact	02/12/2025
	NEXT LUXEMBOURG S.C.Sp, By: /s/ Natacha Marty, as Attorney-in-Fact	02/12/2025
	NEXT LUXEMBOURG MANAGEMENT GP S.A R.L., By: /s/ Natacha Marty, as Attorney-in-Fact	02/12/2025
	PATRICK DRAHI, By: /s/ Natacha Marty, as Attorney-in-Fact	02/12/2025
	** 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 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).
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New insider Altice Teads S.A. claimed ownership of 43,750,000 shares (SEC Form 3)