Peter D. Aquino - 22 Jul 2021 Form 4 Insider Report for ALASKA COMMUNICATIONS SYSTEMS GROUP INC

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
23 Jul 2021, 19:37:47 UTC
Prior SEC filing
17 Jun 2021
Next SEC filing
29 Sep 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Tiffany Hoogerhyde for Peter Aquino

Key filing fact

Peter D. Aquino filed Form 4 for ALASKA COMMUNICATIONS SYSTEMS GROUP INC on 23 Jul 2021.

Key facts

  • This page summarizes Peter D. Aquino's Form 4 filing for ALASKA COMMUNICATIONS SYSTEMS GROUP INC.
  • 4 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 23 Jul 2021, 19:37.

Change

  • Previous filing in this sequence was filed on 17 Jun 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ALSK transaction

Common stock, par value $.01

Disposed to Issuer

Transaction value
Shares
-34,011
Change %
-100%
Price
Shares after
0
Date
22 Jul 2021
Ownership
Direct
Footnotes
F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ALSK transaction Derivative

Restricted stock units

Disposed to Issuer

Transaction value
Shares
0
Change %
Price
Shares after
0
Date
22 Jul 2021
Ownership
Direct
Underlying class
common stock
Underlying amount
0
Exercise price
Footnotes
F2
ALSK transaction Derivative

Performance stock units

Disposed to Issuer

Transaction value
Shares
0
Change %
Price
Shares after
0
Date
22 Jul 2021
Ownership
Direct
Underlying class
common stock
Underlying amount
0
Exercise price
Footnotes
F3
ALSK transaction Derivative

Common stock units

Disposed to Issuer

Transaction value
Shares
0
Change %
Price
Shares after
0
Date
22 Jul 2021
Ownership
Direct
Underlying class
common stock
Underlying amount
0
Exercise price
Footnotes
F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Peter D. Aquino is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. Manage preferences to update or revoke optional consent for future visits. For more information, see our Privacy Policy .