Raymond R. Quirk - 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 $
-$1,592,794
Form type
4
Date filed
10/1/2021, 05:28 PM
Previous filing
May 21, 2021
Next filing
Oct 28, 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JAX Common Stock Disposed to Issuer -$368K -26.3K -100% $14.00 0 Sep 30, 2021 Direct F1, F2
transaction JAX Common Stock Disposed to Issuer -$1.19M -84.7K -100% $14.00 0 Sep 30, 2021 Quirk 2002 Trust F1
transaction JAX Common Stock Disposed to Issuer -$38K -2.72K -100% $14.00 0 Sep 30, 2021 Raymond Quirk 2004 Trust F1

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 F3
transaction JAX Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 Sep 30, 2021 Common Stock 20K $8.90 Direct F3
transaction JAX Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 Sep 30, 2021 Common Stock 20K $9.55 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Raymond R. Quirk 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 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.