FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALEXANDERS J CORP [ JAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/19/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/10/2012 | G | V | 1,147 | D | $0 | 57,223 | D | ||
Common Stock | 09/17/2012 | G | V | 2,500 | D | $0 | 54,723 | D | ||
Common Stock | 09/19/2012 | U | 41,334 | D | $14.5 | 13,389 | D | |||
Common Stock | 09/19/2012 | U | 355 | D | $14.5 | 0 | I | Shares held by mother over which Mr. Lewis has power of attorney | ||
Common Stock | 09/19/2012 | U | 8,629.0665 | D | $14.5 | 0 | I | J. Alexander's Corporation Employee Stock Ownership Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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) | $13.09 | 09/19/2012 | D | 6,250 | (1) | 05/15/2014 | Common Stock | 6,250 | (6) | 0 | D | ||||
Stock Option (Right to Buy) | $6.1 | 09/19/2012 | D | 15,000 | (2) | 07/24/2015 | Common Stock | 15,000 | (6) | 0 | D | ||||
Stock Option (Right to Buy) | $8.22 | 09/19/2012 | D | 30,000 | 12/21/2005 | 12/21/2015 | Common Stock | 30,000 | (6) | 0 | D | ||||
Stock Option (Right to Buy) | $9.5 | 09/19/2012 | D | 10,000 | 12/21/2005 | 12/21/2015 | Common Stock | 10,000 | (6) | 0 | D | ||||
Stock Option (Right to Buy) | $4.1 | 09/19/2012 | D | 20,000 | (3)(5) | 11/23/2016 | Common Stock | 20,000 | (6) | 0 | D | ||||
Stock Option (Right to Buy) | $5.5 | 09/19/2012 | D | 35,000 | (4)(5) | 08/08/2018 | Common Stock | 35,000 | (6) | 0 | D |
Explanation of Responses: |
1. The option vested on May 15, 2011. |
2. The option vested in four equal installments on July 24, 2009, 2010, 2011, and 2012. |
3. The option was scheduled to vest in four equal installments on November 23, 2010, 2011, 2012, and 2013. |
4. The option was scheduled to vest in four equal installments on August 8, 2012, 2013, 2014, and 2015. |
5. 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. |
6. 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. |
Remarks: |
Mark A. Parkey, Attorney in Fact | 09/21/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |