0001209191-21-058542.txt : 20211001 0001209191-21-058542.hdr.sgml : 20211001 20211001172323 ACCESSION NUMBER: 0001209191-21-058542 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: Parks Jason Scott CENTRAL INDEX KEY: 0001732443 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37473 FILM NUMBER: 211300043 MAIL ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37203 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 0001732443 Parks Jason Scott 3401 WEST END AVE SUITE 260 NASHVILLE TN 37203 0 1 0 0 VP & CIO Common Stock 2021-09-30 4 D 0 32841 14.00 D 0 D Common Stock 2021-09-30 4 C 0 1746 A 1746 D Common Stock 2021-09-30 4 D 0 1746 14.00 D 0 D Stock Option (Right to Buy) 10.39 2021-09-30 4 D 0 8000 D 2022-10-13 Common Stock 8000 0 D Stock Option (Right to Buy) 8.90 2021-09-30 4 D 0 15000 D 2023-11-08 Common Stock 15000 0 D Stock Option (Right to Buy) 9.55 2021-09-30 4 D 0 25000 D 2025-02-21 Common Stock 25000 0 D Stock Option (Right to Buy) 5.00 2021-09-30 4 D 0 38500 D 2027-08-07 Common Stock 38500 0 D Class B Unit 2021-09-30 4 C 0 12500 D Common Stock 1746 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 14,500 restricted shares. In accordance with the terms of the Merger Agreement, each restricted 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 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/ Matthew I. O'Brien, Attorney-in-Fact 2021-10-01