4//SEC Filing
STOUT LONNIE J II 4
Accession 0001209191-21-058529
CIK 0001617227other
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 5:16 PM ET
Size
19.5 KB
Accession
0001209191-21-058529
Insider Transaction Report
Form 4
STOUT LONNIE J II
DirectorPresident and CEO
Transactions
- Conversion
Common Stock
2021-09-30+58,201→ 58,201 total - Disposition to Issuer
Stock Option (Right to Buy)
2021-09-30−125,000→ 0 totalExercise: $10.39Exp: 2022-10-13→ Common Stock (125,000 underlying) - Disposition to Issuer
Common Stock
2021-09-30$14.00/sh−103,673$1,451,422→ 0 total - Disposition to Issuer
Common Stock
2021-09-30$14.00/sh−58,201$814,814→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2021-09-30−125,000→ 0 totalExercise: $8.90Exp: 2023-11-08→ Common Stock (125,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-09-30−125,000→ 0 totalExercise: $9.55Exp: 2025-02-21→ Common Stock (125,000 underlying) - Conversion
Class B Unit
2021-09-30−416,673→ 0 total→ Common Stock (58,201 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]The Class B Units of JAX LLC did not have an expiration date.
Documents
Issuer
J. Alexander's Holdings, Inc.
CIK 0001617227
Entity typeother
Related Parties
1- filerCIK 0001114862
Filing Metadata
- Form type
- 4
- Filed
- Sep 30, 8:00 PM ET
- Accepted
- Oct 1, 5:16 PM ET
- Size
- 19.5 KB