Margaret Brown - Jul 22, 2021 Form 4 Insider Report for ALASKA COMMUNICATIONS SYSTEMS GROUP INC (ALSK)

Role
Former Director
Signature
/s/ Tiffany Hoogerhyde for Margaret Brown
Stock symbol
ALSK
Transactions as of
Jul 22, 2021
Transactions value $
$0
Form type
4
Date filed
7/23/2021, 07:52 PM
Previous filing
Jun 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALSK Common stock, par value $.01 Disposed to Issuer -1.39K -100% 0 Jul 22, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ALSK Restricted stock units Disposed to Issuer 0 0 Jul 22, 2021 common stock 0 Direct F2
transaction ALSK Performance stock units Disposed to Issuer 0 0 Jul 22, 2021 common stock 0 Direct F3
transaction ALSK Common stock units Disposed to Issuer -2.78K -100% 0 Jul 22, 2021 common stock 2.78K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Margaret Brown is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 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.
F4 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.