INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 15)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.
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01167P101
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13D/A15
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Page 2 of 7
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1
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NAME OF REPORTING PERSON
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Karen Singer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[ ]
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(b)
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[ ]
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3
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SEC USE ONLY
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4
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_______________
SOURCE OF FUNDS*
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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3,513,993
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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3,513,993
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,513,993
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.5%
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14
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TYPE OF REPORTING PERSON*
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IN
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CUSIP No.
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01167P101
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13D/A15
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Page 3 of 7
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1
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NAME OF REPORTING PERSON
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TAR Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[ ]
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(b)
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[ ]
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3
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SEC USE ONLY
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4
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_______________
SOURCE OF FUNDS*
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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3,513,993 2
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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3,513,993 3
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,513,993
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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[ ]
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.5%
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14
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TYPE OF REPORTING PERSON*
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OO
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_____________________
2
As the managing member of TAR Holdings, LLC, Ms. Singer has sole voting power of all securities held by TAR Holdings, LLC.
3
As the managing member of TAR Holdings LLC, Ms. Singer has sole dispositive power of all securities held by TAR Holdings,
LLC.
CUSIP No.
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01167P101
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13D/A15
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Page 4 of 7
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SCHEDULE
13D/A15
This constitutes Amendment No. 15 (the “Amendment
No. 15”) to the statement on Schedule 13D filed on behalf of Karen Singer, dated and filed December 15, 2017 (as
amended, the “Statement”), relating to 3,513,993 shares (the “Shares”) of common stock, $0.01
par value per share (the “Common Stock”), of Alaska Communications Systems Group, Inc. (the “Issuer”).
Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
Item 4. Purpose of the Transaction
Item 4 of the Statement is hereby amended
to add the following:
As previously disclosed, the Reporting Person
entered into a voting agreement dated November 3, 2020 (the “Prior Voting Agreement”). The Prior Voting
Agreement was entered into in connection with the announcement of a merger agreement (“Prior Merger Agreement”)
entered into among the Issuer, Macquarie Capital (“Macquarie”), and GCM Grosvenor (“GCM”)
pursuant to which the Issuer would have been acquired by an affiliate of Macquarie and GCM in an all cash transaction.
On January 4, 2021, the Issuer announced
that the Prior Merger Agreement had been terminated, and that on December 31, 2020, it, Project 8 Buyer, LLC (“Parent”),
and Project 8 MergerCo, Inc. had entered into a definitive agreement (the “Merger Agreement”) pursuant to which
it will be acquired by a newly formed entity owned by ATN International, Inc. (“ATN”) and Freedom 3 Capital,
LLC (“F3C”) in an all cash transaction (the “Merger”), The Reporting Person’s obligations
under the Prior Voting Agreement have also terminated.
In connection with the Merger Agreement,
the Reporting Person has entered into a voting agreement with Parent (the “Voting Agreement”). Pursuant to the
Voting Agreement, the Reporting Person has agreed, among other things, to vote or cause to be voted any issued and outstanding
shares of Common Stock beneficially owned by the Reporting Person, or that may otherwise become beneficially owned by the Reporting
Person, during the term of the Voting Agreement, (1) in favor of adopting and approving the Merger Agreement and the transactions
contemplated thereby, (2) against any action or agreement that would result in a breach of any covenant, representation or warranty
or any other obligation of the Company contained in the Merger Agreement or of the Reporting Person contained in the Voting Agreement,
and (3) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be
expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect
the consummation of the transactions contemplated by the Merger Agreement or the Voting Agreement.
The Reporting Person’s agreements
and obligations under the Voting Agreement will automatically terminate upon the earliest of (1) the vote of stockholders on the
Merger, (2) any termination of the Merger Agreement, (3) any change in recommendation by the Board of Directors of the Issuer and
(4) the date that is 14 months after the signing of the Merger Agreement.
The descriptions of the Voting Agreement
and the Merger Agreement in this Item 4 are not intended to be complete and are qualified in their entirety by the text of such
documents.
Except as described above in this Item 4
and herein and as contemplated by this Amendment No. 15, 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 take any and all actions that Ms. Singer may deem appropriate in connection with the Merger, the
Merger Agreement and the Voting Agreement. In addition, 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 investments, 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.
CUSIP No.
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01167P101
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13D/A15
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Page 5 of 7
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Item 5. Interest in Securities
of the Issuer
Item 5(a)-(c) of the Statement is hereby
amended and restated as follows:
The aggregate percentage
of shares of Common Stock reported owned is based upon 53,822,545 shares of Common Stock outstanding as of November 3, 2020, as
reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
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(a)
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As of the date hereof, TAR Holdings beneficially owns 3,513,993 shares of Common Stock, which shares are held directly by TAR Holdings.
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Percentage: Approximately 6.5%
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(b)
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1. Sole power to vote or direct vote: 3,513,993
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,513,993
4. Shared power to dispose or direct the disposition: 0
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(c)
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As previously reported, the following table details the open market sales through a broker/dealer effected by TAR Holdings, LLC in the past 60 days that have not been previously reported:
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Date of Transaction
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Amount of Shares Sold
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Price per Share ($)
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1/5/2021
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16,040
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3.3400
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1/5/2021
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299,250
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3.3293
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1/6/2021
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500,000
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3.3300
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1/6/2021
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100,000
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3.3313
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1/6/2021
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69,227
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3.3400
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1/7/2021
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241,199
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3.3300
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CUSIP No.
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01167P101
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13D/A15
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Page 6 of 7
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(a)
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As of the date hereof, Ms. Singer, as the managing member of TAR Holdings, beneficially owns 3,513,993 shares of Common Stock held by TAR Holdings.
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Percentage: Approximately 6.5%
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(b)
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1. Sole power to vote or direct vote: 3,513,993
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,513,993
4. Shared power to dispose or direct the disposition: 0
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(c)
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The following table details the transactions
effected by Ms. Singer in the past 60 days that have not been previously reported: None.
As of the date hereof, the Reporting
Person beneficially owns an aggregate of 3,513,993 shares of Common Stock, constituting approximately 6.5% of the Shares
outstanding.
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(d)
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No person other than the Reporting Person
is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the
shares of Common Stock.
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(e)
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Not applicable.
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Item 7. Material
to be filed as Exhibits
Item 7 of the Statement
is hereby amended to add the following:
99.10 Voting Agreement, dated December 31, 2020.
CUSIP No.
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01167P101
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13D/A15
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Page 7 of 7
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After reasonable inquiry and to the best
of her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: January 8, 2021
KAREN SINGER
/s/ Karen Singer
TAR HOLDINGS, LLC
By: /s/ Karen Singer
Name: Karen Singer
Title: Managing Member