SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
(Amendment No. 1)*
 
ALTICE USA, INC .	
(Name of Issuer)	
 	
Class A Common Stock, $0.01 par value per share	
(Title of Class of Securities)	
 	
02156K103	
(CUSIP Number)	
 	
December 31, 2018	
(Date of Event Which Requires Filing of this Statement)	
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 	x	Rule 13d-1(b)	 	
 	 	 	 	
 	¨	Rule 13d-1(c)	 	
 	 	 	 	
 	¨	Rule 13d-1(d)	 	

 
* 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 (the “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.)

 

CUSIP No. 02156K103	Page  2  of 5 Pages	

1	NAMES OF REPORTING PERSONS
 	 	
 	Canada Pension Plan Investment Board	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):	 	
 	 	(a) ¨	
 	 	(b) ¨	
3	SEC USE ONLY:	 	

4	CITIZENSHIP OR PLACE OF ORGANIZATION:	 	
 	 	 	
 	Canada  	 	

 	5	SOLE VOTING POWER:	
 	 	 
42,268,771	
Number of	6	SHARED VOTING POWER:	
Shares	 	 	
Beneficially	 	0	
Owned by	7	SOLE DISPOSITIVE POWER:	
Each Reporting	 	 	
Person With	 	42,268,771	
 	8	SHARED DISPOSITIVE POWER:	
 	 	 	
 	 	0	

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:	 	
 	 	 	
 	42,268,771	 	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	 	
 	 	 	
 	 	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:	 	
 	 	 	
 	8.4% (1)	 	
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):	 	
 	 	 	
 	FI	 	
 
(1) Based on a total of 502,612,620 shares of class A common stock of the issuer outstanding as of October 31, 2018, as reported in the issuer’s Schedule 14C filed with the Securities and Exchange Commission on November 29, 2018.

CUSIP No. 02156K103	Page  3  of 5 Pages	

Item 1(a).	Name of Issuer	
 	 	
 	Altice USA, Inc.	
 	 	
Item 1(b).	Address of Issuer’s Principal Executive Offices	
 	 	
 	1 Court Square West, Long Island City, NY 11101	
 	 	
Item 2(a).	Name of Person Filing	
 	 	
 	Canada Pension Plan Investment Board 	
 	 	
Item 2(b).	Address of Principal Business Office or, if none, Residence	
 	 	
 	The principal business address of the Reporting Person is as follows:	
 	 	
 	One Queen Street East	
 	Suite 2500	
 	Toronto, Ontario
M5C 2W5	
 	Canada	
 	 	
Item 2(c).	Citizenship	
 	 	
 	Canada	
 	 	
Item 2(d).	Title of Class of Securities	
 	 	
 	Class A Common Stock	
 	 	
Item 2(e).	CUSIP Number	
 	 	
 	02156K103	

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a :	
 
 	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act.	
 	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act.	
 	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act.	
 	(d)	o	Investment company registered under Section 8 of the Investment Company Act.	
 	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).	
 	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).	
 	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).	
 	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.	
 	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.	
 	(j)	x	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).	
 	(k)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).	
 
 	If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:   Employee benefit plan .	

CUSIP No. 02156K103	Page  4  of 5 Pages	
 
Item 4.	Ownership	
 
 	(a)	Amount Beneficially Owned:
 
See Item 9 on page 2.
 	
 	(b)	Percent of Class:
 
See Item 11 on page 2.	
 	 	 	
 	(c)	Number of shares as to which such person has:	
 
 	(i)	 	sole power to vote or to direct the vote:
 
See Item 5 on page 2.	
 	 	
 	(ii)	 	shared power to vote or to direct the vote:
 
See Item 6 on page 2.	
 	 	
 	(iii)	 	sole power to dispose or to direct the disposition of:
 
See Item 7 on page 2.	
 	 	
 	(iv)	 	shared power to dispose or to direct the disposition of:
 
See Item 8 on page 2.	
 
Item 5.	Ownership of Five Percent or Less of a Class	
 	 	
 	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨ .	
 	 	
Item 6.	Ownership of More than Five Percent on Behalf of Another Person	
 	 	
 	Not applicable.	
 	 	
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company	
 	 	
	Not applicable.	
 	 	
Item 8.	Identification and Classification of Members of the Group	
 	 	
 	Not applicable. 	
 	 	
Item 9.	Notice of Dissolution of Group	
 	 	
 	Not applicable.	
 	 	
Item 10.	Certifications  	
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
By signing below I certify that, to the best of my knowledge and belief, the Canadian regulatory scheme applicable to employee benefit plans is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

CUSIP No. 02156K103	Page  5  of 5 Pages	
 
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 6, 2019
 
 	CANADA PENSION PLAN INVESTMENT BOARD	
 	 	
 	By:	/s/ Patrice Walch-Watson
	
 	 	Name: Patrice Walch-Watson	
 	 	Title: Senior Managing Director, General	
 	 	           Counsel and Corporate Secretary