0001209191-21-048083.txt : 20210723 0001209191-21-048083.hdr.sgml : 20210723 20210723193122 ACCESSION NUMBER: 0001209191-21-048083 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210722 FILED AS OF DATE: 20210723 DATE AS OF CHANGE: 20210723 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hoogerhyde Tiffany CENTRAL INDEX KEY: 0001797533 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38341 FILM NUMBER: 211111998 MAIL ADDRESS: STREET 1: C/O ALASKA COMMUNICATIONS SYSTEMS STREET 2: 600 TELEPHONE AVENUE CITY: ANCHORAGE STATE: AK ZIP: 99503 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALASKA COMMUNICATIONS SYSTEMS GROUP INC CENTRAL INDEX KEY: 0001089511 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522126573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 TELEPHONE AVENUE STREET 2: - CITY: ANCHORAGE STATE: AK ZIP: 99503 BUSINESS PHONE: 9072973000 MAIL ADDRESS: STREET 1: 600 TELEPHONE AVENUE STREET 2: - CITY: ANCHORAGE STATE: AK ZIP: 99503 FORMER COMPANY: FORMER CONFORMED NAME: ALEC HOLDINGS INC DATE OF NAME CHANGE: 19990624 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-07-22 1 0001089511 ALASKA COMMUNICATIONS SYSTEMS GROUP INC ALSK 0001797533 Hoogerhyde Tiffany C/O ALASKA COMMUNICATIONS SYSTEMS 600 TELEPHONE AVENUE ANCHORAGE AK 99503 0 1 0 0 VP, Finance & Controller Common stock, par value $.01 2021-07-22 4 D 0 28750 D 0 D Restricted stock units 2021-07-22 4 D 0 12407 D common stock 12407 0 D Performance stock units 2021-07-22 4 D 0 15399 D common stock 15399 0 D Common stock units 2021-07-22 4 D 0 0 D common stock 0 0 D 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"). 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. 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. 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. /s/ Tiffany Hoogerhyde 2021-07-23 EX-24.4_1000447 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, the undersigned hereby constitutes and appoints Leonard Steinberg, Lars Danner, Laurie Butcher, and Diedre Williams, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Alaska Communications Systems Group, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of December, 2019. /s/ Tiffany Hoogerhyde Signature Tiffany Hoogerhyde Print Name Subscribed and sworn to before me this 17 day of Dec, 2019 /s/ Odell Barker Notary Public for the State of Alaska My Commission Expires: Nov. 4, 2020