Securities Ownership

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Securities Ownership

Securities Ownership of Certain Beneficial Owners and Management

This table shows how much Alaska Air Group common stock is owned as of March 9, 2018, by each director and nominee, each of the Company’s Named Executive Officers, and all Company directors and executive officers as a group. Except as otherwise indicated and subject to applicable community property laws, the persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned.

Securities Ownership of Management

*Less than 1%

(1) Consists of the aggregate total of shares of common stock held by the reporting person either directly or indirectly, including 401(k) Plan holdings.
(2) Total beneficial ownership is determined in accordance with the rules of the SEC and represents the sum of the Number of Shares of Common Stock Owned and Options Exercisable within 60 Days columns. Beneficial ownership does not include shares of common stock payable upon the vesting of restricted stock units, none of which will vest within 60 days of the record date, as follows: Mr. Tilden, 22,900; Mr. Minicucci, 15,910; Mr. Pedersen, 10,840; Mr. Harrison, 10,840; and Mr. Hunt, 24,930. This table also excludes shares of common stock payable upon vesting of performance stock units, none of which will vest within 60 days following the record date, and which are described in the 2017 Grants of Plan Based Awards table. Total shares beneficially owned reported for non-employee directors also include underlying common shares to be issued upon the director’s resignation from the Board in connection with deferred stock units granted as part of their annual compensation. The aggregate number of deferred stock units granted to date: Ms. Bedient, 22,914; Ms. Blakey, 10,846; Ms. Campbell, 21,344; Mr. Madsen, 22,914; Ms. Sandvik, 5,122; Mr. Thompson, 21,344; and Mr. Yeaman, 2,960.
(3) We determined applicable percentage ownership based on 123,394,461 shares of the Company’s common stock outstanding as of March 9, 2018.
(4) Mr. Tilden’s total common shares include 18,405 shares held in a Grantor Retained Annuity Trust (GRAT) for which he is the sole trustee and beneficiary.

5% or More Beneficial Owners

The table below identifies those persons known by us to have beneficial ownership of more than 5% of the Company’s outstanding common stock, as of March 9, 2018.

(1) We determine applicable percentage ownership based on more than 123,394,461 shares of the Company’s common stock outstanding as of March 9, 2018.
(2) A Schedule 13G filed on February 8, 2018 by The Vanguard Group reported sole voting power over 137,082 shares and sole dispositive power over 11,900,271 shares.
(3) A Schedule 13G/A filed on February 14, 2018 by T. Rowe Price Associates, Inc. reported sole voting power over 3,294,118 shares and sole dispositive power over 9,042,552 shares.
(4) A Schedule 13G/A filed on January 29, 2018 by BlackRock, Inc. reported sole voting power over 6,694,941 shares and sole dispositive power over 7,310,003 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and certain of its officers to send reports of their ownership of Company common stock and changes in such ownership to the SEC and the NYSE. The Company assists its directors and officers by preparing forms for filing. SEC regulations also require the Company to identify in this Proxy Statement any person subject to this requirement who failed to file a report on a timely basis. A Form 4 due for Mr. Christopher Berry relating to the disposition of Alaska Air Group common shares on February 21, 2017, was instead filed on Form 4 on February 12, 2018. Based on a review of copies of reports furnished to the Company and written representations that no other reports were required, the Company believes that everyone subject to Section 16(a), except Mr. Berry, filed the required reports on a timely basis during 2017.

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