0001209191-21-058529.txt : 20211001 0001209191-21-058529.hdr.sgml : 20211001 20211001171622 ACCESSION NUMBER: 0001209191-21-058529 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210930 FILED AS OF DATE: 20211001 DATE AS OF CHANGE: 20211001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STOUT LONNIE J II CENTRAL INDEX KEY: 0001114862 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37473 FILM NUMBER: 211299955 MAIL ADDRESS: STREET 1: 3401 WEST END AVENUE, STREET 2: SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: J. Alexander's Holdings, Inc. CENTRAL INDEX KEY: 0001617227 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 471608715 STATE OF INCORPORATION: TN FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVENUE, SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 615-269-1900 MAIL ADDRESS: STREET 1: 3401 WEST END AVENUE, SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37203 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-30 1 0001617227 J. Alexander's Holdings, Inc. JAX 0001114862 STOUT LONNIE J II 3401 WEST END AVENUE, SUITE 260 NASHVILLE TN 37203 1 1 0 0 Executive Chairman Common Stock 2021-09-30 4 D 0 103673 14.00 D 0 D Common Stock 2021-09-30 4 C 0 58201 A 58201 D Common Stock 2021-09-30 4 D 0 58201 14.00 D 0 D Stock Option (Right to Buy) 10.39 2021-09-30 4 D 0 125000 D 2022-10-13 Common Stock 125000 0 D Stock Option (Right to Buy) 8.90 2021-09-30 4 D 0 125000 D 2023-11-08 Common Stock 125000 0 D Stock Option (Right to Buy) 9.55 2021-09-30 4 D 0 125000 D 2025-02-21 Common Stock 125000 0 D Class B Unit 2021-09-30 4 C 0 416673 D Common Stock 58201 0 D 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. 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. 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. 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. The Class B Units of JAX LLC did not have an expiration date. /s/ Jessica L. Hagler, Attorney-in-Fact 2021-10-01