Statement of Changes in Beneficial Ownership (4)
May 04 2023 - 5:07PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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VON MUEHLEN CONSTANCE E |
2. Issuer Name and Ticker or Trading Symbol
ALASKA AIR GROUP, INC.
[
ALK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP AND COO |
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(Last)
(First)
(Middle)
ALASKA AIR GROUP, INC., 19300 INTERNATIONAL BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2023 |
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(Street)
SEATTLE, WA 98188 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| COMMON STOCK | 5/2/2023 | | M | | 1190 | A | $0 (1) | 8320 | D | |
| COMMON STOCK | 5/2/2023 | | F | | 436 | D(2) | $43.37 | 7884 | D | |
| COMMON STOCK | 5/2/2023 | | A | | 556 | A(3) | $0 | 8440 | D | |
| COMMON STOCK | 5/2/2023 | | F | | 219 | D(4) | $43.37 | 8221 | D | |
| COMMON STOCK | | | | | | | | 470 | I | Held by Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | $0.0 (1) | 5/2/2023 | | A | | 1190 | | 5/2/2023 | 5/2/2023 | COMMON STOCK | 1190.0 | $0 | 1190 | D | |
| RESTRICTED STOCK UNITS | $0.0 (1) | 5/2/2023 | | M | | | 1190 | 5/2/2023 | 5/2/2023 | COMMON STOCK | 1190.0 | $0 | 0 | D | |
| RESTRICTED STOCK UNITS | $0.0 (1) | 5/2/2023 | | A | | 4110 | | 4/3/2024 | 4/3/2024 | COMMON STOCK | 4110.0 | $0 | 4110 | D | |
| RESTRICTED STOCK UNITS | $0.0 (1) | 5/2/2023 | | A | | 5810 | | 2/7/2025 | 2/7/2025 | COMMON STOCK | 5810.0 | $0 | 5810 | D | |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $69.49 | 5/2/2023 | | A | | 8576 | | (5) | 5/2/2033 | COMMON STOCK | 8576.0 | $0 | 8576 | D | |
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $64.55 | 5/2/2023 | | A | | 2585 | | (6) | 5/2/2033 | COMMON STOCK | 2585.0 | $0 | 2585 | D | |
| COMMON STOCK | $55.36 | 5/2/2023 | | A | | 13770 | | (7) | 5/2/2033 | COMMON STOCK | 13770.0 | $0 | 13770 | D | |
| RESTRICTED STOCK UNITS | $0.0 (1) | 5/4/2023 | | A | | 13160 | | 5/4/2026 | 5/4/2026 | COMMON STOCK | 13160.0 | $0 | 13160 | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit represents a contingent right to receive one share of ALK common stock. |
| (2) | The shares withheld were an exempt disposition to the Issuer under Rule 16b-3(e) to satisfy tax withholding obligations arising out of the vesting of RSUs and settled with shares by the reporting person. |
| (3) | The acquisition resulted from the vesting of Performance Stock Units (PSUs) pursuant to the attainment of certain performance goals over a three-year period ending December 31, 2022, in accordance with the terms of a PSU award agreement granted under the Issuer's 2016 Performance Incentive Plan and per approval by the Board's Compensation Committee. |
| (4) | The shares withheld were an exempt disposition to the Issuer under Rule 16b-3(e) to satisfy tax withholding obligations arising out of the vesting of PSUs and settled with shares by the reporting person. |
| (5) | The option vests as to 3,546 shares on May 2, 2023; as to 2,515 shares on April 3, 2024; and as to 2,515 shares on April 3, 2025. |
| (6) | The option vests as to 1,292 shares on May 2, 2023, and as to 1,293 shares on February 11, 2024. |
| (7) | The option vests as to 3,442 shares on May 2, 2023; as to 3,443 shares on February 7, 2024; as to 3,442 shares on February 7, 2025; and as to 3,443 shares on February 7, 2026. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
VON MUEHLEN CONSTANCE E
ALASKA AIR GROUP, INC.
19300 INTERNATIONAL BLVD
SEATTLE, WA 98188 |
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| EVP AND COO |
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Signatures
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| /s/ Howard Kuppler, by power of attorney | | 5/4/2023 |
| **Signature of Reporting Person | Date |
| 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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