SEC Form SC 13D filed by WideOpenWest Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

WideOpenWest, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

96758W101

(CUSIP Number)

Robert Plesnarski

O’Melveny & Myers LLP

1625 Eye Street, NW

Washington, DC 20006

(202) 383-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 30, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

* 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 disclosures provided in a prior cover page.

The information required on 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).

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of WideOpenWest, Inc. (the “Issuer”).

The address of the principal executive offices of the Issuer is:

7887 East Bellview Avenue, Suite 1000, Englewood, CO 80111

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

LB Partners, LLC, a Virginia limited liability company.

LB M3 Partners LP, a Delaware limited partnership.

LB Rule One Partners LP, a Delaware limited partnership.

LB Day Zero Partners LP, a Delaware limited partnership.

Charles P. Cocke Jr., a citizen of the United States of America.

The principal business of each Reporting Person is investment in securities.

The shares of Common Stock reported herein are held by LB M3 Partners LP, LB Rule One Partners LP and LB Day Zero Partners LP (collectively, the “Funds”), in the amounts set forth for each such Reporting Person on the cover page hereto. LB Partners, LLC is the investment manager of the Funds and Mr. Cocke is the Managing Member of LB Partners LLC, and accordingly each has the power to vote and dispose or direct the disposition of all the shares of Common Stock owned by the Funds. LB Partners LLC and Mr. Cocke disclaim their beneficial ownership of any of the shares of Common Stock owned by the Funds.

Current information concerning the identity and background of the general partners of the Funds and the directors and officers of LB Partners, LLC is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.

Each Reporting Person’s principal business address is 411-413A East Main Street, Charlottesville, VA 22902.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he or it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

The Reporting Persons acquired the shares of Common Stock using paid-in capital of such Reporting Persons. The total consideration paid by the Funds to acquire the shares of Common Stock reported herein was $26,653,108.

On May 30, 2024, the Reporting Persons delivered a letter to the management and board of directors of the Issuer concerning the Reporting Persons’ dissatisfaction with the publicly announced proposal from DigitalBridge Investments, LLC and various Crestview entities to purchase all the outstanding shares of Common Stock not owned by such persons. A copy of the letter is attached hereto as Exhibit 1.

The Reporting Persons may from time to time and at any time, in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through open market transactions, privately negotiated transactions or otherwise.

Depending upon a variety of factors, the Reporting Persons may from time to time and at any time, in their sole discretion, consider, formulate and implement various plans or proposals intended to enhance the value of their current or future investment in the Issuer, enhance shareholder value or enhance the value of the Issuer’s assets, or that may involve other extraordinary matters relating to the Issuer, including, among other things, proposing or effecting any transaction or matter that would constitute or result in any of the transactions, matters or effects enumerated in Item 4(a)-(j) of Schedule 13D.

The information set forth in this Item 4 is subject to change from time to time and at any time, and there can be no assurances that the discussions described in this Item 4 will continue or occur or that any of the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions.

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person, including any other securityholder of the Issuer, with respect to any securities of the Issuer.

(a) The information set forth on the cover page is hereby incorporated by reference.

(b) The information set forth on the cover page is hereby incorporated by reference.

(c) On May 3, 2024, LB Rule One Partners LP purchased 10,000 shares of Common Stock in the open market at a price of $4.6800 per share. LB Day Zero Partners purchased shares of Common Stock in the open market as follows:

Other than as disclosed in this Statement, no transactions were effected by the Reporting Persons, or, to the knowledge of the Reporting Persons, any person set forth in Annex A hereto, with respect to the Common Stock during the 60 days preceding the date hereof.

(d) Not applicable.

(e) Not applicable.

As of the date hereof, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Annex A

General Partners of LB M3 Partners LP

General Partners of LB Rule One Partners LP

General Partners of LB Day Zero Partners LP

Officers and Directors of LB Partners, LLC