Amended Statement of Beneficial Ownership (sc 13d/a)
January 13 2021 - 5:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Alaska
Communications Systems Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
01167P101
(CUSIP Number)
Michael T. Prior
President and Chief Executive Officer
ATN International, Inc.
500 Cummings Center
Beverly, Massachusetts 01915
(978) 619-1300
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
January 8, 2021
(Date of Event Which Requires Filing
of this Statement)
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be
subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 01167P101
1
|
NAMES
OF REPORTING PERSONS
|
|
|
ATN
International, Inc.
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
0
|
|
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
3,513,993(1)
|
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,513,993(1)
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
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13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
6.5%(2)
|
|
|
|
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14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
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(1) The
Reporting Person may be deemed to have beneficial ownership of the shares of Common Stock covered by the Voting Agreement (discussed
in Items 3, 4 and 5 of this Schedule 13D).
(2) Calculated
in accordance with Rule 13d-3 of the Exchange Act, based upon an aggregate of 53,822,535 shares of Common Stock outstanding
as of November 3, 2020, as reported in the Issuer’s Form 10-Q filed on November 9, 2020.
(The terms used above are defined in Items
1-4 of this Schedule 13D).
CUSIP No. 01167P101
1
|
NAMES
OF REPORTING PERSONS
|
|
|
ALSK
Holdings, LLC (formerly known as Project 8 Capital, LLC)
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
0
|
|
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
3,513,993(1)
|
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,513,993(1)
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
6.5%(2)
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) The
Reporting Person may be deemed to have beneficial ownership of the shares of Common Stock covered by the Voting Agreement (discussed
in Items 3, 4 and 5 of this Schedule 13D).
(2) Calculated
in accordance with Rule 13d-3 of the Exchange Act, based upon an aggregate of 53,822,535 shares of Common Stock outstanding
as of November 3, 2020, as reported in the Issuer’s Form 10-Q filed on November 9, 2020.
(The terms used above are defined in Items
1-4 of this Schedule 13D).
CUSIP No. 01167P101
1
|
NAMES
OF REPORTING PERSONS
|
|
|
Project
8 Buyer, LLC
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
0
|
|
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
3,513,993(1)
|
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
3,513,993(1)
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
6.5%(2)
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
(1) The
Reporting Person may be deemed to have beneficial ownership of the shares of Common Stock covered by the Voting Agreement (discussed
in Items 3, 4 and 5 of this Schedule 13D).
(2) Calculated
in accordance with Rule 13d-3 of the Exchange Act, based upon an aggregate of 53,822,535 shares of Common Stock outstanding
as of November 3, 2020, as reported in the Issuer’s Form 10-Q filed on November 9, 2020.
(The terms used above are defined in Items
1-4 of this Schedule 13D).
Explanatory
note
This Amendment No.1 (this “Schedule
13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on January
8, 2021, is being filed on behalf of Project 8 Buyer, LLC., a Delaware limited liability company (“Parent”), ALSK Holdings,
LLC (formerly known as Project 8 Capital, LLC), a Delaware limited liability company (“Holdco”), which is the sole
owner of Parent and ATN International, Inc., a Delaware corporation (“ATN”), which is an owner of Holdco, with respect
to the common stock, $0.01 par value per share (the “Common Stock”), of Alaska Communications Systems Group, Inc.,
a Delaware corporation (“Alaska Communications”).
Other
than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment,
which are not defined herein, have the meanings given to them in this Schedule 13D.
Item 5. Interest in Securities of the
Issuer
Item 5 of the Schedule 13D is hereby amended
to include the following:
(a), (b) The information contained in the
cover page of this Schedule 13D Amendment is incorporated herein by reference. As a result of the Voting Agreement Stockholder’s
open market sales between January 5, 2021 and January 7, 2021, the Reporting Persons may be deemed to have the power to vote, and
to be the beneficial owner of 3,513,993 shares of Common Stock, representing approximately 6.5% of the Common Stock deemed outstanding
under applicable SEC rules. The Reporting Persons became aware of the Voting Stockholder’s sale of Common Stock through the
Schedule 13D/A filed by the Voting Agreement Stockholder with the SEC on January 8, 2021 (the “Voting Agreement Stockholder
Schedule 13D/A”). The foregoing beneficial ownership calculations are based upon the representations of Alaska Communications
and the Voting Agreement Stockholder, including those contained in the Merger Agreement, the Voting Agreement and Voting Agreement
Stockholder 13D/A.
Signature
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.
Date: January 13, 2021
|
ATN International Inc.
|
|
|
|
|
By:
|
/s/ Michael Prior
|
|
Name:
|
Michael Prior
|
|
Title:
|
President and Chief Executive Officer
|
|
|
|
alsk holdings, LLC
|
|
|
|
|
By:
|
/s/ Michael Prior
|
|
Name:
|
Michael Prior
|
|
Title:
|
President
|
|
|
|
Project 8 Buyer, LLC
|
|
|
|
|
By:
|
/s/ Michael Prior
|
|
Name:
|
Michael Prior
|
|
Title:
|
President
|
Attention: Intentional misstatements
or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001)
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