Statement of Ownership (sc 13g)
February 14 2018 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
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WideOpenWest, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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96758W101
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(CUSIP Number)
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December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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.
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview Partners III GP, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
24,837,809
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
24,837,809
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,837,809
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
28.0%
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12.
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TYPE OF REPORTING PERSON
PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview W1 Holdings, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
19,709,027
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
19,709,027
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,709,027
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.2%
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12.
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TYPE OF REPORTING PERSON
PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview W1 TE Holdings, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
972,372
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
972,372
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
972,372
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
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12.
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TYPE OF REPORTING PERSON
CO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview W1 Co-Investors, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
4,136,280
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
4,136,280
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,136,280
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
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12.
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TYPE OF REPORTING PERSON
CO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
Crestview Advisors, L.L.C.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a)
o
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(b)
o
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
20,130
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
20,130
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,130
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.02%
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12.
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TYPE OF REPORTING PERSON
CO
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Item 1.
WideOpenWest,
Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
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7887
East Belleview Avenue, Suite 1000
Englewood,
CO 80111
Item 2.
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(a)
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Name
of Person Filing
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See
Item 2(b) below.
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(b)
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Address
of Principal Business Office or, if none, Residence
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(1)
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Crestview Partners III GP, L.P.
c/o Crestview Partners
667 Madison Avenue, 10
th
Floor
New York, NY 10065
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(2)
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Crestview W1 Holdings, L.P.
c/o Crestview Partners
667 Madison Avenue, 10
th
Floor
New York, NY 10065
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(3)
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Crestview W1 TE Holdings, LLC
c/o Crestview Partners
667 Madison Avenue, 10
th
Floor
New York, NY 10065
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(4)
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Crestview W1 Co-Investors, LLC
c/o Crestview Partners
667 Madison Avenue, 10
th
Floor
New York, NY 10065
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(5)
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Crestview Advisors, L.L.C.
c/o Crestview Partners
667 Madison Avenue, 10
th
Floor
New York, NY 10065
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See
item 4 on Cover Pages to this Schedule 13G.
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(d)
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Title of Class of Securities
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Common
Stock, par value $0.01 per share
96758W101
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act 0f 1940 (15 U.S.C. 80a-3).
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Amount beneficially owned:
See item 9 on Cover Pages to this Schedule 13G.
Crestview Partners III GP, L.P. controls, indirectly through
its affiliates, (i) the general partner of Crestview W1 Holdings, L.P. and (ii) the managing member of each of Crestview W1 TE
Holdings, LLC and Crestview W1 Co-Investors, LLC. Crestview Advisors, L.L.C. provides investment advisory and management services
to certain of the foregoing entities.
Crestview Partners III GP, L.P. may be deemed to have beneficial
ownership over the 19,709,027 shares of Common Stock of the Issuer (“Common Stock”) beneficially owned by Crestview
W1 Holdings, L.P., the 972,372 shares of Common Stock beneficially owned by Crestview W1 TE Holdings, LLC and 4,136,280 shares
of Common Stock beneficially owned by Crestview W1 Co-Investors, LLC.
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Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick
are each members of the Issuer's board of directors (each, a “Crestview Director”). Messrs. Marcus, Cassidy and Kilpatrick
hold the title of Partner at Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and the title
of Partner at Crestview Advisors, L.L.C.
Each of the Crestview Directors holds 6,710 restricted shares
of Common Stock (the “Restricted Shares”) granted under the Issuer's 2017 Omnibus Incentive Plan (the “Plan”).
The Restricted Shares are scheduled to vest on the date of the Issuer’s regularly scheduled 2018 annual stockholders’
meeting, subject to the terms of the Plan and the applicable award agreement issued thereunder. Each of the Crestview Directors
has assigned all rights, title and interest in the Restricted Shares to Crestview Advisors, L.L.C.
Each reporting person disclaims beneficial ownership of the
reported securities except and to the extent of its pecuniary interest therein.
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See item 11 on Cover Pages to this Schedule 13G. The percentages reported herein are based on the 88,771,710 shares of Common Stock outstanding as of November 8, 2017 as reported in the Issuer’s Form 10-Q filed November 13, 2017.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See item 5 on Cover Pages to this Schedule 13G.
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(ii)
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Shared power to vote or to direct the vote
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See item 6 on Cover Pages to this Schedule 13G.
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(iii)
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Sole power to dispose or to direct the disposition of
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See item 7 on Cover Pages to this Schedule 13G.
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(iv)
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Shared power to dispose or to direct the disposition of
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See item 8 on Cover Pages to this Schedule 13G.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not
applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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None.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not
applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not
applicable.
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Item 9.
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Notice of Dissolution of Group
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Not
applicable.
Not
applicable.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2018
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CRESTVIEW PARTNERS III GP, L.P.
By: Crestview, L.L.C., its general partner
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CRESTVIEW W1 HOLDINGS, L.P.
By: Crestview W1 GP, LLC, its general partner
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CRESTVIEW W1 TE HOLDINGS, LLC
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CRESTVIEW W1 CO-INVESTORS, LLC
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
CRESTVIEW ADVISORS, L.L.C.
By:
/s/ Evelyn C. Pellicone
Name: Evelyn C. Pellicone
Title: Chief Financial Officer
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