Bishop William H 4
4 · ALASKA COMMUNICATIONS SYSTEMS GROUP INC · Filed Jul 23, 2021
Insider Transaction Report
Form 4
Bishop William H
VP, Enterprise Sales
Transactions
- Disposition to Issuer
Common stock, par value $.01
2021-07-22−298,758→ 0 total - Disposition to Issuer
Restricted stock units
2021-07-22−72,686→ 0 total→ common stock (72,686 underlying) - Disposition to Issuer
Common stock units
2021-07-22−0→ 0 total→ common stock (0 underlying) - Disposition to Issuer
Performance stock units
2021-07-22−169,864→ 0 total→ common stock (169,864 underlying)
Footnotes (4)
- [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.