(Amendment No. __)
1
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
CUSIP No.
|
01167P101
|
13D
|
Page 2 of 10
|
1
|
NAME OF REPORTING PERSON
|
Karen Singer
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
|
[ ]
|
|
|
(b)
|
[ ]
|
3
|
SEC USE ONLY
|
4
|
_______________
SOURCE OF FUNDS*
|
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
[ ]
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
2,639,984
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
2,639,984
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,639,984
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
[ ]
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.0%
|
14
|
TYPE OF REPORTING PERSON*
|
IN
|
CUSIP No.
|
01167P101
|
13D
|
Page 3 of 10
|
1
|
NAME OF REPORTING PERSON
|
TAR Holdings LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
|
[ ]
|
|
|
(b)
|
[ ]
|
3
|
SEC USE ONLY
|
4
|
_______________
SOURCE OF FUNDS*
|
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
[ ]
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
2,639,984
2
|
8
|
SHARED VOTING POWER
|
0
|
9
|
SOLE DISPOSITIVE POWER
|
2,639,984
3
|
10
|
SHARED DISPOSITIVE POWER
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
2,639,984
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
[ ]
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.0%
|
14
|
TYPE OF REPORTING PERSON*
|
OO
|
2
Ms. Singer has sole voting power with respect to all the shares held by TAR Holdings LLC.
3
Ms. Singer has sole dispositive power with respect to all shares held by TAR Holdings LLC.
ORIGINAL REPORT ON SCHEDULE 13D
Item 1.
Security and Issuer
This Statement on Schedule
13D (“
Schedule 13D
”) relates to the shares of common stock (the “
Common Stock
” or “
Shares
”)
of Alaska Communication Systems Group, Inc., a Delaware corporation (the “
Company
” or the “
Issuer
”),
whose principal executive offices are located at 600 Telephone Avenue, Anchorage, Alaska 99503.
Item 2.
Identity and Background
This Schedule 13D is
being filed by Karen Singer (“
Ms. Singer
” or the “
Reporting Person
”), as the sole Member
of TAR Holdings LLC (“
TAR Holdings
”). Ms. Singer has sole dispositive and voting power with respect to the shares
of the Issuer reported above as the sole Member of TAR Holdings. Ms. Singer’s principal place of business is 212 Vaccaro
Drive, Cresskill, New Jersey 07626. Ms. Singer’s principal occupation is investing assets held in TAR Holdings and other
entities.
During the last five
years, Ms. Singer has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws. Ms. Singer is a citizen of the United
States of America.
Item 3.
Source
and Amount of Funds or Other Consideration
Ms. Singer is the sole
Member of TAR Holdings, which was created pursuant to that certain Operating Agreement, dated October 28, 2013. All of the securities
held by TAR Holdings were purchased by funds generated and held by TAR Holdings. The aggregate amount of funds used for the purchase
of the securities reported herein was approximately $5,351,814.00.
Item 4.
Purpose
of the Transaction
The purpose of this
Schedule 13D is to report that TAR Holdings and its representatives have engaged with management of the Issuer. Specifically, TAR
Holdings has informed management that it believes that the Issuer should promptly and diligently pursue a sale of the Issuer and/or
certain of its business or assets in order to maximize value for the Issuer’s shareholders. TAR Holdings is also considering
whether to seek representation on the Issuer’s Board of Directors (and reserves all rights with respect thereto).
Except in connection with the matters described in this Item 4 and as contemplated herein,
Ms. Singer does not currently have any specific plans or proposals that relate to or would result in any of the actions or events
specified in clauses (a) through (j) of Item 4 of Schedule 13D. Ms. Singer reserves the right to change plans and take any and
all actions that Ms. Singer may deem appropriate to maximize the value of her investment, including, among other things, purchasing
or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially
owned by her, in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding
the Issuer or its securities to the extent deemed advisable by Ms. Singer in light of her general investment policies, market conditions,
subsequent developments affecting the Issuer and the general business and future prospects of
the Issuer. Ms. Singer may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities
in any manner permitted by applicable law.
Item 5
.
Interest in Securities
of the Issuer
The aggregate percentage
of shares of Common Stock reported owned is based upon 52,447,518 shares of Common Stock outstanding as reported in the Issuer’s
Form 10-Q filed on November 9, 2017.
A. TAR Holdings LLC
(a) As
of the date hereof, TAR Holdings beneficially owns
2,639,984
shares of Common Stock, which
shares are held directly by TAR Holdings.
Percentage: Approximately
5.0%
(b) 1. Sole power to
vote or direct vote:
2,639,984
4
2. Shared power to
vote or direct vote: 0
3. Sole power to dispose
or direct the disposition:
2,639,984
5
4. Shared power to
dispose or direct the disposition: 0
(c) The following table
details the transactions effected by TAR Holdings in the past 60 days:
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share
|
October 20, 2017
|
100
|
$2.50
6
|
October 20, 2017
|
268,800
|
$2.50
7
|
October 20, 2017
|
72,500
|
$2.50
8
|
November 8, 2017
|
25,000
|
$2.1379
|
November 8, 2017
|
25,000
|
$2.1491
|
November 9, 2017
|
500
|
$2.15
|
November 10, 2017
|
11,500
|
$2.1606
|
November 14, 2017
|
18,676
|
$2.15
|
4
See
FN 2.
5
See
FN 3.
6
The shares were acquired by Tar Holdings as a result of the exercise of put Options by the counterparty thereto.
7
See FN 6.
8
See FN 6.
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share
|
November 15, 2017
|
29,900
|
$2.1456
|
November 16, 2017
|
5,304
|
$2.13
|
November 16, 2017
|
400
|
$2.50
9
|
November 17, 2017
|
39,600
|
$2.50
10
|
November 17, 2017
|
8,454
|
$2.13
|
November 20, 2017
|
33,352
|
$2.15
|
November 21, 2017
|
2,900
|
$2.15
|
November 22, 2017
|
13,419
|
$2.15
|
November 24, 2017
|
15,000
|
$2.1498
|
November 27, 2017
|
10,000
|
$2.12
|
November 29, 2017
|
10,140
|
$2.11
|
November 29, 2017
|
25,000
|
$2.1155
|
November 29, 2017
|
9,642
|
$2.10
|
November 30, 2017
|
33,700
|
$2.0959
|
November 30, 2017
|
15,358
|
$2.10
|
December 1, 2017
|
10,000
|
$2.06
|
December 4, 2017
|
7,896
|
$2.05
|
December 5, 2017
|
6,781
|
$2.0497
|
December 5, 2017
|
25,000
|
$2.0654
|
December 6, 2017
|
17,937
|
$2.10
|
December 6, 2017
|
1,313
|
$2.09
|
9
See FN 6.
10
See FN 6.
Date of Transaction
|
Number of Put Options Sold
11
|
Exercise Price
|
Expiration Date
|
December 6, 2017
|
2,500
|
$2.50
|
April 20, 2018
|
B. Ms. Singer
(a) As
of the date hereof, Ms. Singer, as the sole Member of TAR Holdings, beneficially owns
2,639,984
shares
of Common Stock held by TAR Holdings.
Percentage: Approximately
5.0%
(b) 1. Sole power to
vote or direct vote:
2,639,984
2. Shared power to
vote or direct vote: 0
3. Sole power to dispose
or direct the disposition:
2,639,984
4. Shared power to
dispose or direct the disposition: 0
(c) The following table
details the transactions effected by Ms. Singer in the past 60 days:
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share
|
October 20, 2017
|
100
|
$2.50
12
|
October 20, 2017
|
268,800
|
$2.50
13
|
October 20, 2017
|
72,500
|
$2.50
14
|
November 8, 2017
|
25,000
|
$2.1379
|
November 8, 2017
|
25,000
|
$2.1491
|
November 9, 2017
|
500
|
$2.15
|
November 10, 2017
|
11,500
|
$2.1606
|
November 14, 2017
|
18,676
|
$2.15
|
November 15, 2017
|
29,900
|
$2.1456
|
11
The number of put Options reflected is expressed in the number of underlying Shares subject to such Option.
12
The shares were acquired by Tar Holdings as a result of the exercise of put Options by the counterparty thereto.
13
See FN 12.
14
See FN 12.
Date of Transaction
|
Number of Shares Purchased
|
Price Per Share
|
November 16, 2017
|
5,304
|
$2.13
|
November 16, 2017
|
400
|
$2.50
15
|
November 17, 2017
|
39,600
|
$2.50
16
|
November 17, 2017
|
8,454
|
$2.13
|
November 20, 2017
|
33,352
|
$2.15
|
November 21, 2017
|
2,900
|
$2.15
|
November 22, 2017
|
13,419
|
$2.15
|
November 24, 2017
|
15,000
|
$2.1498
|
November 27, 2017
|
10,000
|
$2.12
|
November 29, 2017
|
10,140
|
$2.11
|
November 29, 2017
|
25,000
|
$2.1155
|
November 29, 2017
|
9,642
|
$2.10
|
November 30, 2017
|
33,700
|
$2.0959
|
November 30, 2017
|
15,358
|
$2.10
|
December 1, 2017
|
10,000
|
$2.06
|
December 4, 2017
|
7,896
|
$2.05
|
December 5, 2017
|
6,781
|
$2.0497
|
December 5, 2017
|
25,000
|
$2.0654
|
December 6, 2017
|
17,937
|
$2.10
|
December 6, 2017
|
1,313
|
$2.09
|
Date of Transaction
|
Number of Put Options Sold
17
|
Exercise Price
|
Expiration Date
|
December 6, 2017
|
2,500
|
$2.50
|
April 20, 2018
|
15
See FN 12.
16
See FN 12.
17
The number of put Options reflected is expressed in the number of underlying Shares subject to such Option.
As of the date hereof,
the Reporting Person beneficially owns an aggregate of
2,639,984
shares of Common Stock, constituting
approximately 5.0% of the Shares outstanding.
(d) No
Person other than Ms. Singer has the right to receive or the power to direct the receipt of distributions or dividends from, or
the proceeds from the transfer of, the reported securities.
(e) Not Applicable.
Item
6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
TAR Holdings is a party
to the following put options (the “
Options
”) with respect to the Shares. With respect to each of the Options,
the counterparty to the Option has, until the relevant expiration date, the exclusive right to cause TAR Holdings to purchase the
underlying Shares at the relevant exercise price.
Number of Underlying Shares
|
Exercise Price
|
Expiration Date
|
179,500
|
$2.50
|
January 19, 2018
|
2,500
|
$2.50
|
April 20, 2018
|
Item 7. Material to be Filed as Exhibits.
Not Applicable.
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December
15, 2017
By:
/s/ Karen Singer
Karen Singer