Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Lombard Shelly
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)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ALASKA COMMUNICATIONS SYSTEMS, 600 TELEPHONE AVE
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2021
(Street)
ANCHORAGE, AK99503
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lombard Shelly
C/O ALASKA COMMUNICATIONS SYSTEMS
600 TELEPHONE AVE
ANCHORAGE, AK99503
X
Signatures
/s/ Tiffany Hoogerhyde for Shelly Lombard 07/23/2021
** Signature of Reporting Person Date
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.

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).

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