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 ^*
SARETSKY GREGG A

(Last) | (First) | (Middle)
ALASKA AIRLINES 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)
EXEC VP/FLIGHT & MARKETING

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2007

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 ^(1) | | | | | | | | 19,140 | D | | | |
COMMON STOCK ^(2) | | | | | | | | 4,085 | D | | | |
COMMON STOCK ^(3) | | | | | | | | 571 | I | ESOP TRUST | | |

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 | | | | | | | |
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $27.4 | 06/14/2007 | | A^(4) | | 7,700 | | 06/14/2008 | 06/14/2017 | COMMON | 7,700 | $0 | 7,700 | D | | | | |
Explanation of Responses:
1. RESTRICTED STOCK UNITS AWARDED UNDER THE 2004 LONG-TERM INCENTIVE EQUITY PLAN; SUBJECT TO FORFEITURE.
2. COMMON SHARES ISSUED UNDER THE 2004 LONG-TERM INCENTIVE PLAN IN LIEU OF CASH AWARD UNDER THE AIR GROUP PERFORMANCE-BASED PAY PLAN.
3. SHARES HELD IN EMPLOYEE STOCK OWNERSHIP PLAN AS OF DECEMBER 31, 2006.
4. GRANT OF STOCK OPTIONS UNDER THE 2004 LONG-TERM INCENTIVE PLAN. THE OPTIONS WILL VEST 25% EACH YEAR FOR FOUR YEARS BEGINNING ON JUNE 14, 2007.
| KAREN A. GRUEN FOR GREGG A. SARETSKY, ATTORNEY-IN-FACT | 06/18/2007
| ** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY
FOR
ALASKA AIR GROUP, INC.
SECTION 16 (a) FILINGS

Know all by these presents, that the undersigned hereby constitutes and appoints each of Alaska Air Group, 
Inc. General Counsel and Corporate Secretary Keith Loveless, Alaska Air Group, Inc. Assistant Corporate Secretary 
and Associate General Counsel  Karen A. Gruen and Alaska Airlines, Inc, Manager, Corporate Affairs Jeanne E. 
Gammon, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful 
attorney-in-fact to:

(1)     prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. 
Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and 
any other documents necessary or appropriate to obtain codes and passwords enabling the 
undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the 
Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)     execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or 
director of Alaska Air Group, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with 
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(3)             do and perform any and all acts for and on behalf of the undersigned which may be necessary or 
desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment 
or amendments thereto, and timely file such form with the SEC and any stock exchange or similar 
authority; and

(4)     take any other action of any type whatsoever in connection with the foregoing which, in the opinion 
of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the 
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of 
the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such 
terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any 
and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and 
powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, 
with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such 
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney 
and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in 
serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of 
the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to 
file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the 
Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of 19th day 
of January, 2007.

Signed:
/Gregg A. Saretsky/
Gregg A. Saretsky

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