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

Role
Director
Signature
/s/ Matthew I. O'Brien, Attorney-in-Fact
Stock symbol
JAX
Transactions as of
Sep 30, 2021
Transactions value $
-$23,085,874
Form type
4
Date filed
10/1/2021, 05:26 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JAX Common Stock Disposed to Issuer -$294K -21K -100% $14.00 0 Sep 30, 2021 Direct F1, F2
transaction JAX Common Stock Disposed to Issuer -$22.8M -1.63M -100% $14.00 0 Sep 30, 2021 See footnote. F1, F2, 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 -20K -100% 0 Sep 30, 2021 Common Stock 20K $10.39 Direct F4
transaction JAX Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 Sep 30, 2021 Common Stock 20K $8.90 Direct F4
transaction JAX Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 Sep 30, 2021 Common Stock 20K $9.55 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Timothy Janszen 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.
F2 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.
F3 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.
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.