FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALEXANDERS J CORP [ JAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/25/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.05 per share | 09/25/2012 | P | 497,027(2) | A | $14.5 | 5,294,759 | I | By New Athena Merger Sub Inc.(1) | ||
Common Stock, par value $0.05 per share | 09/26/2012 | P | 1,408,659(2)(3) | A | $14.5 | 6,703,418 | I | By New Athena Merger Sub Inc.(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The shares are held by New Athena Merger Sub, Inc. ("New Athena"). New Athena is an indirect, wholly-owned subsidiary of Parent and a direct, wholly-owned subsidiary of Fidelity National Special Opportunities, Inc. ("FNSO"). FNSO is a wholly-owned subsidiary of Parent. The shares may also be deemed to be indirectly beneficially owned by Parent and FNSO. |
2. Reflects shares purchased in a tender offer. |
3. Also reflects 1,374,503 shares acquired upon Parent's exercise of a "top-up option" relating to the tender offer, which shares Parent contributed to FNSO and which shares FNSO then contributed to Merger Sub on September 26, 2012. |
Remarks: |
FIDELITY NATIONAL FINANCIAL, INC. By: /s/ Michael L. Gravelle Executive Vice President, General Counsel and Corporate Secretary | 09/27/2012 | |
FIDELITY NATIONAL SPECIAL OPPORTUNITIES, INC. By: /s/ Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary | 09/27/2012 | |
NEW ATHENA MERGER SUB, INC. By: /s/ Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary | 09/27/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |