Form 4 for OPTU Optimum Communications, Inc.
Accepted 2025-04-25 00:00:00 ET · period of report 2020-08-07 · accession 0000947871-25-000424 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-04-25 | 2023-08-07+ | OPTU | Stewart Charles | Dir | J - Other | — | -950.0K | 373.9K | -72% | — |
| DM | 2025-04-25 | 2020-08-07+ | OPTU | Stewart Charles | Dir | J - Other | — | -350.0K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A common stock | 2024-03-19 | J | D | 350,000 | — | 23,925 | D | — | — | (F5) On March 19, 2024 (the "2019 Settlement Date"), the reporting person settled a Variable Prepaid Forward Transaction (the "2019 Transaction") that was entered into on September 19, 2019 and amended on September 19, 2022 with an unaffiliated bank (the "2019 VPFT Bank") relating to 350,000 Shares. (F7) The reporting person pledged 350,000 Shares (the "2019 Pledged Shares") to the 2019 VPFT Bank to secure its obligations under the 2019 Transaction. On the 2019 Settlement Date, the 2019 Settlement Price was $2.61. Accordingly, the reporting person transferred to the 2019 VPFT Bank all of the 2019 Pledged Shares. (F6) The Transaction obligated the reporting person to deliver on the 2019 Settlement Date to the 2019 VPFT Bank a number of Shares determined as follows (or, at the reporting person's election, an equivalent amount in cash): (a) if the closing price per 2019 Share on the 2019 Settlement Date (the "2019 Settlement Price") is less than $29.95 (the "2019 Floor Price"), 350,000 Shares (the "2019 Number of Shares"); (b) if the 2019 Settlement Price is greater than the 2019 Floor Price but less than or equal to $37.44 (the "2019 Cap Price"), the 2019 Number of Shares multiplied by the 2019 Floor Price divided by the 2019 Settlement Price; and (c) if the 2019 Settlement Price is greater than the 2019 Cap Price, the 2019 Number of Shares multiplied by (1 - (Cap Price - Floor Price), divided by the Settlement Price). |
| 2 | Common | Class A common stock | 2023-08-07 | J | D | 600,000 | — | 373,925 | D | — | — | (F2) On August 7, 2023 (the "2020 Settlement Date"), the reporting person was obligated to deliver to the 2020 VPFT Bank a number of Shares determined as follows (or, at the reporting person's election, an equivalent amount in cash): (a) if the closing price per share on August 7, 2023 (the "2020 Settlement Price") is less than $26.38 (the "2023 Floor Price"), 600,000 Shares (the "2020 Number of Shares"); (b) if the 2020 Settlement Price is greater than the 2020 Floor Price but less than or equal to $33.32 (the "2020 Cap Price"), the 2020 Number of Shares multiplied by the 2020 Floor Price divided by the 2020 Settlement Price; and (c) if the 2020 Settlement Price is greater than the 2020 Cap Price, the 2020 Number of Shares multiplied by (1 - ((2020 Forward Cap Price - 2020 Forward Floor Price), divided by the 2020 Settlement Price)). (F4) On the 2020 Settlement Date, the reporting person settled the 2020 Transaction. On the 2020 Settlement Date, the 2020 Settlement Price was $3.46. Accordingly, the reporting person transferred to the 2020 VPFT Bank all of the 2020 Pledged Shares. (F1) On August 7, 2020, the reporting person entered into a Variable Prepaid Forward Transaction (the "2020 Transaction") with an unaffiliated bank (the "2020 VPFT Bank") relating to 600,000 shares of Class A common stock of the Issuer ("Shares"). |
| 3 | Derivative | Variable Prepaid Forward Transaction | 2023-08-07 | J | D | 600,000 | — | 0 | D | — · — to — | 600,000 Class A common stock | (F2) On August 7, 2023 (the "2020 Settlement Date"), the reporting person was obligated to deliver to the 2020 VPFT Bank a number of Shares determined as follows (or, at the reporting person's election, an equivalent amount in cash): (a) if the closing price per share on August 7, 2023 (the "2020 Settlement Price") is less than $26.38 (the "2023 Floor Price"), 600,000 Shares (the "2020 Number of Shares"); (b) if the 2020 Settlement Price is greater than the 2020 Floor Price but less than or equal to $33.32 (the "2020 Cap Price"), the 2020 Number of Shares multiplied by the 2020 Floor Price divided by the 2020 Settlement Price; and (c) if the 2020 Settlement Price is greater than the 2020 Cap Price, the 2020 Number of Shares multiplied by (1 - ((2020 Forward Cap Price - 2020 Forward Floor Price), divided by the 2020 Settlement Price)). (F4) On the 2020 Settlement Date, the reporting person settled the 2020 Transaction. On the 2020 Settlement Date, the 2020 Settlement Price was $3.46. Accordingly, the reporting person transferred to the 2020 VPFT Bank all of the 2020 Pledged Shares. (F1) On August 7, 2020, the reporting person entered into a Variable Prepaid Forward Transaction (the "2020 Transaction") with an unaffiliated bank (the "2020 VPFT Bank") relating to 600,000 shares of Class A common stock of the Issuer ("Shares"). |
| 4 | Derivative | Variable Prepaid Forward Transaction | 2020-08-07 | J | A | 600,000 | — | 600,000 | D | — · — to — | 600,000 Class A common stock | (F2) On August 7, 2023 (the "2020 Settlement Date"), the reporting person was obligated to deliver to the 2020 VPFT Bank a number of Shares determined as follows (or, at the reporting person's election, an equivalent amount in cash): (a) if the closing price per share on August 7, 2023 (the "2020 Settlement Price") is less than $26.38 (the "2023 Floor Price"), 600,000 Shares (the "2020 Number of Shares"); (b) if the 2020 Settlement Price is greater than the 2020 Floor Price but less than or equal to $33.32 (the "2020 Cap Price"), the 2020 Number of Shares multiplied by the 2020 Floor Price divided by the 2020 Settlement Price; and (c) if the 2020 Settlement Price is greater than the 2020 Cap Price, the 2020 Number of Shares multiplied by (1 - ((2020 Forward Cap Price - 2020 Forward Floor Price), divided by the 2020 Settlement Price)). (F3) In exchange for assuming this obligation, the reporting person received a cash payment of $14,497,440 as a loan on August 7, 2020. The reporting person pledged 600,000 Shares (the "2020 Pledged Shares") to the Bank to secure its obligations under the 2020 Transaction. The reporting person retained voting rights in the 2020 Pledged Shares during the term of the pledge, but the reporting person is obligated to share with the 2020 VPFT Bank certain economic benefits of dividends paid during the term of the pledge. (F1) On August 7, 2020, the reporting person entered into a Variable Prepaid Forward Transaction (the "2020 Transaction") with an unaffiliated bank (the "2020 VPFT Bank") relating to 600,000 shares of Class A common stock of the Issuer ("Shares"). |
| 5 | Derivative | Variable Prepaid Forward Transaction | 2024-03-19 | J | D | 350,000 | — | 0 | D | — · — to — | 350,000 Class A common stock | (F5) On March 19, 2024 (the "2019 Settlement Date"), the reporting person settled a Variable Prepaid Forward Transaction (the "2019 Transaction") that was entered into on September 19, 2019 and amended on September 19, 2022 with an unaffiliated bank (the "2019 VPFT Bank") relating to 350,000 Shares. (F7) The reporting person pledged 350,000 Shares (the "2019 Pledged Shares") to the 2019 VPFT Bank to secure its obligations under the 2019 Transaction. On the 2019 Settlement Date, the 2019 Settlement Price was $2.61. Accordingly, the reporting person transferred to the 2019 VPFT Bank all of the 2019 Pledged Shares. (F6) The Transaction obligated the reporting person to deliver on the 2019 Settlement Date to the 2019 VPFT Bank a number of Shares determined as follows (or, at the reporting person's election, an equivalent amount in cash): (a) if the closing price per 2019 Share on the 2019 Settlement Date (the "2019 Settlement Price") is less than $29.95 (the "2019 Floor Price"), 350,000 Shares (the "2019 Number of Shares"); (b) if the 2019 Settlement Price is greater than the 2019 Floor Price but less than or equal to $37.44 (the "2019 Cap Price"), the 2019 Number of Shares multiplied by the 2019 Floor Price divided by the 2019 Settlement Price; and (c) if the 2019 Settlement Price is greater than the 2019 Cap Price, the 2019 Number of Shares multiplied by (1 - (Cap Price - Floor Price), divided by the Settlement Price). |