SEC FORM 4

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^*

STOUT LONNIE J II

(Last)

(First)

(Middle)

3401 WEST END AVENUE,

SUITE 260

(Street)

NASHVILLE

37203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
J. Alexander's Holdings, Inc. [ JAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2021		D⁽¹⁾⁽²⁾		103,673⁽²⁾	D	$14⁽¹⁾⁽²⁾	0	D
Common Stock	09/30/2021		C⁽³⁾		58,201	A	⁽³⁾	58,201	D
Common Stock	09/30/2021		D⁽³⁾		58,201	D	$14⁽³⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10.39⁽⁴⁾	09/30/2021		D⁽⁴⁾			125,000	⁽⁴⁾	10/13/2022⁽⁴⁾	Common Stock	125,000	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$8.9⁽⁴⁾	09/30/2021		D⁽⁴⁾			125,000	⁽⁴⁾	11/08/2023⁽⁴⁾	Common Stock	125,000	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$9.55⁽⁴⁾	09/30/2021		D⁽⁴⁾			125,000	⁽⁴⁾	02/21/2025⁽⁴⁾	Common Stock	125,000	⁽⁴⁾	0	D
Class B Unit	⁽³⁾	09/30/2021		C⁽³⁾			416,673	⁽³⁾	⁽³⁾⁽⁵⁾	Common Stock	58,201	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of July 2, 2021 (the "Merger Agreement"), by and among SPB Hospitality LLC ("Parent"), Titan Merger Sub, Inc., an indirect, wholly-owned subsidiary of Parent ("Merger Sub"), and J. Alexander's Holdings, Inc. (the "Company"), each share of common stock, par value $0.001 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $14.00.

2. Includes 9,875 restricted shares and 19,750 performance shares. In accordance with the terms of the Merger Agreement, each restricted share and performance share that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested and was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to $14.00.

3. In accordance with the terms of the Merger Agreement, each Class B Unit of J. Alexander's Holdings, LLC ("JAX LLC") that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested and was exchanged for Company Common Stock in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of JAX LLC, dated as of September 28, 2015 (the "Exchange"), and each share of Company Common Stock received in the Exchange was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to $14.00.

4. In accordance with the terms of the Merger Agreement, each option to purchase Company Common Stock that was outstanding as of immediately prior to the effective time of the merger became fully vested and was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the product of (i) the excess, if any, of the per share merger consideration of $14.00 over the exercise price per share of such option as of immediately prior to the effective time, and (ii) the number of shares of Company Common Stock subject to such option as of immediately prior to the effective time.

5. The Class B Units of JAX LLC did not have an expiration date.

Remarks:

	/s/ Jessica L. Hagler, Attorney-in-Fact	10/01/2021
	** 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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