| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | JAX | Common Stock | Disposed to Issuer | -$526K | -37.6K | -100% | $14.00 | 0 | Sep 30, 2021 | Direct | F1, F2 |
| transaction | JAX | Common Stock | Conversion of derivative security | +17.5K | 17.5K | Sep 30, 2021 | Direct | F3 | |||
| transaction | JAX | Common Stock | Disposed to Issuer | -$244K | -17.5K | -100% | $14.00 | 0 | Sep 30, 2021 | Direct | F3 |
| 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 | -55K | -100% | 0 | Sep 30, 2021 | Common Stock | 55K | $10.39 | Direct | F4 | ||
| transaction | JAX | Stock Option (Right to Buy) | Disposed to Issuer | -60K | -100% | 0 | Sep 30, 2021 | Common Stock | 60K | $8.90 | Direct | F4 | ||
| transaction | JAX | Stock Option (Right to Buy) | Disposed to Issuer | -60K | -100% | 0 | Sep 30, 2021 | Common Stock | 60K | $9.55 | Direct | F4 | ||
| transaction | JAX | Stock Option (Right to Buy) | Disposed to Issuer | -42K | -100% | 0 | Sep 30, 2021 | Common Stock | 42K | $5.00 | Direct | F4 | ||
| transaction | JAX | Class B Unit | Conversion of derivative security | -125K | -100% | 0 | Sep 30, 2021 | Common Stock | 17.5K | Direct | F3, F5 |
J. Michael Moore is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 15,750 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. |
| F3 | In accordance with the terms of the Merger Agreement, each Class B Unit of 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. |