Lonnie J. Stout II - Sep 30, 2021 Form 4 Insider Report for J. Alexander's Holdings, Inc. (JAX)

Role
Executive Chairman, Director
Signature
/s/ Jessica L. Hagler, Attorney-in-Fact
Stock symbol
JAX
Transactions as of
Sep 30, 2021
Transactions value $
-$2,266,236
Form type
4
Date filed
10/1/2021, 05:16 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JAX Common Stock Disposed to Issuer -$1.45M -104K -100% $14.00 0 Sep 30, 2021 Direct F1, F2
transaction JAX Common Stock Conversion of derivative security +58.2K 58.2K Sep 30, 2021 Direct F3
transaction JAX Common Stock Disposed to Issuer -$815K -58.2K -100% $14.00 0 Sep 30, 2021 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction JAX Stock Option (Right to Buy) Disposed to Issuer -125K -100% 0 Sep 30, 2021 Common Stock 125K $10.39 Direct F4
transaction JAX Stock Option (Right to Buy) Disposed to Issuer -125K -100% 0 Sep 30, 2021 Common Stock 125K $8.90 Direct F4
transaction JAX Stock Option (Right to Buy) Disposed to Issuer -125K -100% 0 Sep 30, 2021 Common Stock 125K $9.55 Direct F4
transaction JAX Class B Unit Conversion of derivative security -417K -100% 0 Sep 30, 2021 Common Stock 58.2K Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Lonnie J. Stout II is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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 $14.00.
F2 Includes 9,875 restricted shares and 19,750 performance shares. In accordance with the terms of the Merger Agreement, each restricted share and performance 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.
F3 In accordance with the terms of the Merger Agreement, each Class B Unit of J. Alexander's Holdings, LLC ("JAX LLC") that was outstanding as of immediately prior to the effective time of the merger automatically became fully vested and was exchanged for Company Common Stock in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of JAX LLC, dated as of September 28, 2015 (the "Exchange"), and each share of Company Common Stock received in the Exchange was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to $14.00.
F4 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.
F5 The Class B Units of JAX LLC did not have an expiration date.