- Statement of Changes in Beneficial Ownership (4)
September 21 2012 - 5:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
STEAKLEY JOSEPH N
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2. Issuer Name
and
Ticker or Trading Symbol
ALEXANDERS J CORP
[
JAX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE PARK PLAZA BUILDING II 2E
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/19/2012
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(Street)
NASHVILLE, TN 37203
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/19/2012
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U
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1000
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D
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$14.50
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$7.61
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9/19/2012
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D
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10000
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7/21/2005
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7/21/2014
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Common Stock
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10000
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(1)
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0
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D
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Stock Option (Right to Buy)
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$9.03
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9/19/2012
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D
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1000
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7/26/2006
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7/26/2015
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Common Stock
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1000
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(1)
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0
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D
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Stock Option (Right to Buy)
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$8.67
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9/19/2012
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D
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1000
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7/25/2007
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7/25/2016
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Common Stock
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1000
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(1)
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0
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D
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Stock Option (Right to Buy)
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$13.33
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9/19/2012
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D
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1000
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7/24/2008
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7/24/2017
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Common Stock
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1000
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(1)
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0
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D
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Stock Option (Right to Buy)
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$6.10
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9/19/2012
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D
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1000
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7/24/2009
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7/24/2018
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Common Stock
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1000
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(1)
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0
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D
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Stock Option (Right to Buy)
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$4.69
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9/19/2012
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D
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1000
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7/23/2010
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7/23/2019
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Common Stock
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1000
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(1)
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0
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D
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Stock Option (Right to Buy)
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$4.09
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9/19/2012
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D
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1000
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8/18/2011
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8/18/2020
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Common Stock
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1000
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(1)
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0
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D
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Stock Option (Right to Buy)
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$5.50
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9/19/2012
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D
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1000
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8/8/2012
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8/8/2021
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Common Stock
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1000
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(1)
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0
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D
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Explanation of Responses:
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(
1)
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The option was canceled 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. The option was canceled pursuant to 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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STEAKLEY JOSEPH N
ONE PARK PLAZA BUILDING II 2E
NASHVILLE, TN 37203
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X
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Signatures
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/s/ Mark A. Parkey, Attorney in Fact
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9/21/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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