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