Statement of Changes in Beneficial Ownership (4)
October 01 2021 - 5:28PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Janszen Timothy |
2. Issuer Name and Ticker or Trading Symbol
J. Alexander's Holdings, Inc.
[
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)
3401 WEST END AVE,, SUITE 260 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2021 |
(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 | 9/30/2021 | | D(1)(2) | | 21000 (2) | D | $14.00 (1) | 0 | D | |
Common Stock | 9/30/2021 | | D(1) | | 1627991 | D | $14.00 (1)(2) | 0 | I | See footnote. (3) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $10.39 (4) | 9/30/2021 | | D (4) | | | 20000 | (4) | 10/13/2022 (4) | Common Stock | 20000 | (4) | 0 | D | |
Stock Option (Right to Buy) | $8.90 (4) | 9/30/2021 | | D (4) | | | 20000 | (4) | 11/8/2023 (4) | Common Stock | 20000 | (4) | 0 | D | |
Stock Option (Right to Buy) | $9.55 (4) | 9/30/2021 | | D (4) | | | 20000 | (4) | 2/21/2025 (4) | Common Stock | 20000 | (4) | 0 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | 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. |
(3) | 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. |
(4) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Janszen Timothy 3401 WEST END AVE, SUITE 260 NASHVILLE, TN 37203 | X |
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Signatures
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/s/ Matthew I. O'Brien, Attorney-in-Fact | | 10/1/2021 |
**Signature of Reporting Person | Date |
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