LEWIS R GREGORY 4
4 · ALEXANDERS J CORP · Filed Sep 21, 2012
Insider Transaction Report
Form 4
LEWIS R GREGORY
Vice President-Finance & Sec.
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2012-09-19−6,250→ 0 totalExercise: $13.09Exp: 2014-05-15→ Common Stock (6,250 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-09-19−35,000→ 0 totalExercise: $5.50Exp: 2018-08-08→ Common Stock (35,000 underlying) - Disposition from Tender
Common Stock
2012-09-19$14.50/sh−41,334$599,343→ 13,389 total - Disposition to Issuer
Stock Option (Right to Buy)
2012-09-19−30,000→ 0 totalExercise: $8.22From: 2005-12-21Exp: 2015-12-21→ Common Stock (30,000 underlying) - Gift
Common Stock
2012-08-10−1,147→ 57,223 total - Gift
Common Stock
2012-09-17−2,500→ 54,723 total - Disposition from Tender
Common Stock
2012-09-19$14.50/sh−355$5,148→ 0 total(indirect: Shares held by mother over which Mr. Lewis has power of attorney) - Disposition from Tender
Common Stock
2012-09-19$14.50/sh−8,629.067$125,121→ 0 total(indirect: J. Alexander's Corporation Employee Stock Ownership Plan) - Disposition to Issuer
Stock Option (Right to Buy)
2012-09-19−15,000→ 0 totalExercise: $6.10Exp: 2015-07-24→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-09-19−20,000→ 0 totalExercise: $4.10Exp: 2016-11-23→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2012-09-19−10,000→ 0 totalExercise: $9.50From: 2005-12-21Exp: 2015-12-21→ Common Stock (10,000 underlying)
Footnotes (6)
- [F1]The option vested on May 15, 2011.
- [F2]The option vested in four equal installments on July 24, 2009, 2010, 2011, and 2012.
- [F3]The option was scheduled to vest in four equal installments on November 23, 2010, 2011, 2012, and 2013.
- [F4]The option was scheduled to vest in four equal installments on August 8, 2012, 2013, 2014, and 2015.
- [F5]The option became fully vested and exercisable in accordance with its terms and pursuant to the terms of that certain Amended and Restated Agreement and Plan of Merger, dated July 30, 2012, by and among the Company, Fidelity National Financial, Inc., a Delaware corporation ("Fidelity"), and certain affiliates of Fidelity, as amended by the First Amendment, dated September 5, 2012, (the "Merger Agreement"), on September 19, 2012, following the completion of the tender offer (the "Tender Offer") commenced by New Athena Merger Sub, Inc., a Tennessee corporation and an indirect, wholly owned subsidiary of Fidelity.
- [F6]The option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment equal to the difference between the offer price in the Tender Offer ($14.50) and the exercise price per option, less any required withholding taxes.