4//SEC Filing
Alter Aaron J 4
Accession 0001415889-24-023687
CIK 0001172222other
Filed
Sep 18, 8:00 PM ET
Accepted
Sep 19, 3:50 PM ET
Size
10.3 KB
Accession
0001415889-24-023687
Insider Transaction Report
Form 4
Alter Aaron J
Exec VP & Chief Legal Officer
Transactions
- Other
Common Stock
2024-09-18−4,020→ 163,245 total - Disposition to Issuer
Common Stock
2024-09-18−163,245→ 0 total - Award
Common Stock
2024-09-18+79,714→ 167,265 total
Footnotes (4)
- [F1]Represents the acquisition of shares at the closing of the Merger (as defined below) pertaining to (i) performance-based restricted stock units ("PRSUs") granted on February 23, 2022, and tied to the achievement of an adjusted EBITDA target in fiscal year 2024, (ii) PRSUs granted on April 6, 2023, and tied to the achievement of an adjusted EBITDAR target in fiscal year 2025, and (iii) PRSUs granted on April 6, 2023, and tied to the achievement of a total shareholder return ("TSR") or relative TSR target over the performance period.
- [F2]The Compensation Committee of the Board of Directors determined that the TSR performance target for the PRSUs granted on February 23, 2022, was not achieved in full; therefore 4,020 shares subject to such grant were forfeited. The acquisition of shares pursuant to the PRSUs granted on February 23, 2022, and tied to the TSR performance target was previously reported on a Form 4 filed with the U.S. Securities and Exchange Commission on February 25, 2022. This disposition is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), pursuant to Rule 16b-3 promulgated under the Act.
- [F3]Certain of these shares are represented by previously reported restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger dated December 2, 2023, by and among Hawaiian Holdings, Inc. (the "Company"), Alaska Air Group, Inc., a Delaware corporation ("Parent"), and Marlin Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), on September 18, 2024, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, each issued and outstanding vested and unvested RSU was cancelled and converted into the right to receive an amount equal to $18.00 in cash (the "Merger Consideration").
- [F4]In connection with the Merger, each issued and outstanding share of the Company's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.
Documents
Issuer
HAWAIIAN HOLDINGS INC
CIK 0001172222
Entity typeother
Related Parties
1- filerCIK 0001665504
Filing Metadata
- Form type
- 4
- Filed
- Sep 18, 8:00 PM ET
- Accepted
- Sep 19, 3:50 PM ET
- Size
- 10.3 KB