SEC Form 4: Duster Benjamin returned 19,011 units of Common stock to the company, closing all direct ownership in the company
$ALSK
Telecommunications Equipment
Public Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALASKA COMMUNICATIONS SYSTEMS GROUP INC [ ALSK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock, par value $.01 | 07/22/2021 | D(1) | 19,011 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted stock units | (2) | 07/22/2021 | D | 0 | (2) | (2) | common stock | 0 | (2) | 0 | D | ||||
| Performance stock units | (3) | 07/22/2021 | D | 0 | (3) | (3) | common stock | 0 | (3) | 0 | D | ||||
| Common stock units | (4) | 07/22/2021 | D | 0 | (4) | (4) | common stock | 0 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. On July 22, 2021, the Issuer was acquired by Alaska Management, Inc. ("Parent") pursuant to the Agreement and Plan of Merger (the "Agreement"), dated as of December 31, 2020, by and among Issuer, Parent and Project 8 MergerSub, Inc. (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock (subject to limited exceptions) converted into the right to receive $3.40 in cash, without interest (the "Merger Consideration"). |
| 2. Pursuant to the Agreement, each Issuer RSU outstanding immediately prior to the Effective Time was cancelled in exchange for cash equal to (i) the number of shares of Issuer common stock subject to such RSU multiplied by (ii) $3.40. |
| 3. Pursuant to the APM, each PSU outstanding immediately prior to the Effective Time was cancelled in exchange for the contingent right to cash equal to (i) the number of shares of common stock subject to such PSU based on attainment of the performance criteria discussed below multiplied by (ii) $3.40. PSUs subject to vesting based on stock price were certified by the Issuers Compensation Committee as met at $3.25 per share, resulting in 1/3 of PSUs becoming vested and payable and 2/3 of PSUs being forfeited. PSUs subject to vesting based on free cash flow ("FCPSUs"), were certified by such Committee as met at maximum levels (paid out at 150% of target for 2019 and 125% of target for 2020). Payment for FCPSUs remains contingent on time-based vesting conditions to be made at the earliest of (a) the current vesting date, subject to the continued employment through such date, (b) the anniversary of the Effective Time and (c) the date when the employment is terminated without cause. |
| 4. Pursuant to the Agreement, each CSU outstanding immediately prior to the Effective Time was cancelled in exchange for cash equal to (i) the number of shares of Issuer common stock subject to such CSU multiplied by (ii) $3.40. |
| Remarks: |
| /s/ Tiffany Hoogerhyde for Ben Duster | 07/23/2021 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||