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