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

Signature
/s/ Matthew I. O'Brien, Attorney-in-Fact
Stock symbol
JAX
Transactions as of
Sep 30, 2021
Transactions value $
-$770,308
Form type
4
Date filed
10/1/2021, 05:20 PM
Previous filing
Aug 11, 2021

Transactions Table

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

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 -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
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

J. Michael Moore 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 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.