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