Alaska Air (ALK) Form 4 ALASKA AIR / MUEHLEN CONSTANCE E VON ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

VON MUEHLEN CONSTANCE E

(Last) (First) (Middle)

ALASKA AIR GROUP, INC.

19300 INTERNATIONAL BLVD

(Street)

SEATTLE WA 98188

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALASKA AIR GROUP, INC. [ ALK ]

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

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	05/02/2023		M		1,190	A	$0(1)	8,320	D
COMMON STOCK	05/02/2023		F		436	D(2)	$43.37	7,884	D
COMMON STOCK	05/02/2023		A		556	A(3)	$0	8,440	D
COMMON STOCK	05/02/2023		F		219	D(4)	$43.37	8,221	D
COMMON STOCK								470	I	Held by Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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)	05/02/2023		A		1,190		05/02/2023	05/02/2023	COMMON STOCK	1,190	$0	1,190	D
RESTRICTED STOCK UNITS	$0.0(1)	05/02/2023		M			1,190	05/02/2023	05/02/2023	COMMON STOCK	1,190	$0	0	D
RESTRICTED STOCK UNITS	$0.0(1)	05/02/2023		A		4,110		04/03/2024	04/03/2024	COMMON STOCK	4,110	$0	4,110	D
RESTRICTED STOCK UNITS	$0.0(1)	05/02/2023		A		5,810		02/07/2025	02/07/2025	COMMON STOCK	5,810	$0	5,810	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$69.49	05/02/2023		A		8,576		(5)	05/02/2033	COMMON STOCK	8,576	$0	8,576	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$64.55	05/02/2023		A		2,585		(6)	05/02/2033	COMMON STOCK	2,585	$0	2,585	D
COMMON STOCK	$55.36	05/02/2023		A		13,770		(7)	05/02/2033	COMMON STOCK	13,770	$0	13,770	D
RESTRICTED STOCK UNITS	$0.0(1)	05/04/2023		A		13,160		05/04/2026	05/04/2026	COMMON STOCK	13,160	$0	13,160	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.

Remarks:

	/s/ Howard Kuppler, by power of attorney	05/04/2023
	** 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).
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