0001209191-21-058547.txt : 20211001
0001209191-21-058547.hdr.sgml : 20211001
20211001172654
ACCESSION NUMBER: 0001209191-21-058547
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210930
FILED AS OF DATE: 20211001
DATE AS OF CHANGE: 20211001
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Janszen Timothy
CENTRAL INDEX KEY: 0001415960
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37473
FILM NUMBER: 211300083
MAIL ADDRESS:
STREET 1: 21 WATERWAY AVE
STREET 2: SUITE 150
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: J. Alexander's Holdings, Inc.
CENTRAL INDEX KEY: 0001617227
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 471608715
STATE OF INCORPORATION: TN
FISCAL YEAR END: 1229
BUSINESS ADDRESS:
STREET 1: 3401 WEST END AVENUE, SUITE 260
CITY: NASHVILLE
STATE: TN
ZIP: 37203
BUSINESS PHONE: 615-269-1900
MAIL ADDRESS:
STREET 1: 3401 WEST END AVENUE, SUITE 260
CITY: NASHVILLE
STATE: TN
ZIP: 37203
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-09-30
1
0001617227
J. Alexander's Holdings, Inc.
JAX
0001415960
Janszen Timothy
3401 WEST END AVE,
SUITE 260
NASHVILLE
TN
37203
1
0
0
0
Common Stock
2021-09-30
4
D
0
21000
14.00
D
0
D
Common Stock
2021-09-30
4
D
0
1627991
14.00
D
0
I
See footnote.
Stock Option (Right to Buy)
10.39
2021-09-30
4
D
0
20000
D
2022-10-13
Common Stock
20000
0
D
Stock Option (Right to Buy)
8.90
2021-09-30
4
D
0
20000
D
2023-11-08
Common Stock
20000
0
D
Stock Option (Right to Buy)
9.55
2021-09-30
4
D
0
20000
D
2025-02-21
Common Stock
20000
0
D
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.
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.
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.
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.
/s/ Matthew I. O'Brien, Attorney-in-Fact
2021-10-01