4//SEC Filing
Janszen Timothy 4
Accession 0001209191-21-058547
CIK 0001617227other
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 5:26 PM ET
Size
15.4 KB
Accession
0001209191-21-058547
Insider Transaction Report
Form 4
Janszen Timothy
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2021-09-30−20,000→ 0 totalExercise: $8.90Exp: 2023-11-08→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-09-30−20,000→ 0 totalExercise: $10.39Exp: 2022-10-13→ Common Stock (20,000 underlying) - Disposition to Issuer
Common Stock
2021-09-30$14.00/sh−21,000$294,000→ 0 total - Disposition to Issuer
Common Stock
2021-09-30$14.00/sh−1,627,991$22,791,874→ 0 total(indirect: See footnote.) - Disposition to Issuer
Stock Option (Right to Buy)
2021-09-30−20,000→ 0 totalExercise: $9.55Exp: 2025-02-21→ Common Stock (20,000 underlying)
Footnotes (4)
- [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.
- [F2]Includes 5,250 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.
- [F3]Reflects 1,627,991 shares of the Company's common stock held by Newport Global Opportunities Fund I-A LP. Newport Global Advisors is the investment manager to Newport Global Opportunities Fund I-A LP. Mr. Janszen is the Chief Executive Officer of Newport Global Advisors and, as a result, was deemed to beneficially own, and hold voting and dispositive power over all 1,627,991 shares.
- [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.
Documents
Issuer
J. Alexander's Holdings, Inc.
CIK 0001617227
Entity typeother
Related Parties
1- filerCIK 0001415960
Filing Metadata
- Form type
- 4
- Filed
- Sep 30, 8:00 PM ET
- Accepted
- Oct 1, 5:26 PM ET
- Size
- 15.4 KB