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13D Filing: Marathon Partners and J. Alexander’s Holdings Inc. (JAX)

J. Alexander’s Holdings Inc. (NASDAQ:JAX): Mario Cibelli’s Marathon Partners filed an amended 13D.

You can check out Marathon Partners’ latest holdings and filings here.

Please follow Marathon Partners (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Marathon Partners or update its stock holdings.

Mario Cibelli
Mario Cibelli
Marathon Partners

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Marathon Partners Equity Management 0 0 919,000 919,000 6.3%
Mario D. Cibelli 919,000 919,000 6.3%
Marathon Focus Fund 119,000 119,000 0.8%
Cibelli Research Management 119,000 119,000 0.8%
Marathon Partners 800,000 800,000 5.4%
Mario Cibelli
Mario Cibelli
Marathon Partners

Page 1 of 12 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

J. Alexander’s Holdings, Inc.

(Name
of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

46609J106

(CUSIP Number)

MARIO
D. CIBELLI

C/O
Marathon Partners Equity Management, LLC

One Grand Central Place

60 East 42nd Street, Suite 2306

New York, New York 10165

(212) 490-0399

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

October 19, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Marathon Partners Equity Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 919,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
919,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
IA
2

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Page 3 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Mario D. Cibelli
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 919,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
919,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON
IN
3

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Page 4 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Marathon Focus Fund L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 119,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
119,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON
PN
4

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Page 5 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Cibelli Research & Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 119,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
119,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON
OO
5

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Page 6 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Marathon Partners L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 800,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
800,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
PN
6

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Page 7 of 12 – SEC Filing

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.

Item 1. Security and Issuer.

Item 1 is hereby
amended and restated to read as follows:

This statement relates
to the Common Stock, par value $0.001 per share (the “Shares”), of J. Alexander’s Holdings, Inc., a Tennessee corporation
(“J. Alexander’s” or the “Issuer”). The address of the principal executive offices of the Issuer
is 3401 West End Avenue, Suite 260, Nashville, Tennessee 37203.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby
amended and restated to read as follows:

The Shares purchased
by each of Partners LP and Focus Fund were purchased with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 800,000 Shares
beneficially owned by Partners LP is approximately $8,184,184, excluding brokerage commissions. The aggregate purchase price of
the 119,000 Shares beneficially owned by Focus Fund is approximately $1,214,612, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended
to add the following:

On October 19, 2017,
Marathon Partners delivered a second letter to the Issuer’s board of directors (the “Board”) following its review
of the preliminary merger proxy statement (the “Proxy”) filed by the Issuer on October 11, 2017 in connection with
the Special Meeting of Shareholders that will be held to consider the proposed merger (the “Transaction”) between
the Issuer and 99 Restaurants, LLC (“99 Restaurants”). In the letter, Marathon Partners expressed to the Board that
its already deep concerns and suspicions regarding the Transaction were exacerbated upon its review of the Proxy and that it remains
strongly opposed to the Transaction.

Marathon Partners
cited the significant deterioration in the financial performance of 99 Restaurants, which stands in stark contrast to the extremely
favorable projections for 99 Restaurants provided in the Proxy. Such rosy projections, says Marathon Partners, would require a
dramatic turnaround from current trends with a large jump in profits over the next three years, and would imply a share price
for the Issuer of approximately $20 to $23 by 2020.

Marathon Partners
stated that its concerns with 99 Restaurants’ poor financial performance include that payroll and benefits, its single largest
expense, has grown significantly faster than revenues in 2017 and is accelerating, causing a large decline in profits, and that
income from operations has declined by 16% year-to-date and by over 20% when the results are adjusted for pre-opening costs. Marathon
Partners stated in the letter that 99 Restaurants is poorly positioned for the current environment threatening the restaurant industry
given its concentration in the Northeast and its focus on a more price sensitive consumer.

Marathon Partners
further stated that if the Board and Fidelity National Financial, Inc. (“FNF”) actually believed these projections,
then Marathon Partners believes it would behoove them to induce the Issuer’s shareholders with value-protecting instruments,
such as contingent value rights, to help assure closure of a transaction that they view favorably. This would especially be true
of a transaction such as here, where Board independence, conflicts of interest, and other corporate governance concerns are so
readily apparent.

Marathon Partners
cited contingent value rights as an example of such a value-protecting instrument that would pay, in cash, the difference between
$15 and any shortfall of that number based on the future share price of the Issuer in 2020, and that would provide a strong inducement
for shareholders to support the Transaction.

7

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Page 8 of 12 – SEC Filing

Marathon
Partners also stated that it remains dismayed by the related party nature of the Transaction, and cited in the letter its
surprise in learning that Board member Tim Janszen, the CEO of Newport Global Advisors, L.P. (“Newport Global”),
appeared to be actively negotiating against the Issuer’s shareholders on behalf of 99 Restaurants, and that Stephens
Inc. (“Stephens”), the investment bank engaged by the Issuer for a fairness opinion, has previously provided investment banking services
to FNF. Not to mention that Richard Massey, FNF’s Lead Director, was formerly a managing director of Stephens. Actions
such as this, combined with other conflicts of interest, reflect corporate governance practices at their worst, Marathon
Partners stated in the letter.

The letter further
states that the market seems to agree with Marathon Partners’ assessment of the Transaction given that for the ten days after
the Transaction was announced, the Issuer’s average closing share price was $9.60, and for the ten days after Marathon Partners
first publicly announced its opposition to the Transaction, the average closing share price was $11.75. Marathon Partners stated
that these numbers demonstrate that shareholders seem willing to place a higher valuation on the Issuer’s shares when they
believe the odds are greater that the Transaction will not be approved, which should speak loudly to directors.

Marathon Partners
concluded the letter by stating that it continues to view the Transaction as destructive to shareholder value and therefore not
in the best interests of the Issuer’s owners, and suggested that Board members immediately start placing shareholders’
interests first and foremost in their minds.

The full text of the
letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby
amended and restated to read as follows:

The
aggregate percentage of Shares reported as being owned by each Reporting Person is based upon 14,695,176 Shares outstanding,
which is the total number of Shares outstanding as of September 29, 2017, as reported in the Proxy filed with the Securities
and Exchange Commission on October 11, 2017.

A. Marathon Partners
(a) Marathon Partners, as the investment manager of each of Partners LP and Focus Fund, and the general
partner of Partners LP, may be deemed the beneficial owner of the (i) 800,000 Shares owned by Partners LP and (ii) 119,000 Shares
owned by Focus Fund.

Percentage: Approximately
6.3%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 919,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 919,000
(c)

Marathon Partners
has not entered into any transactions in the Shares since the previous Schedule 13D filing. The transactions in the Shares on
behalf of Focus Fund since the previous Schedule 13D
filing are set forth in Schedule A and are incorporated herein by reference
.

8

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Page 9 of 12 – SEC Filing

B. Mr. Cibelli
(a) Mr. Cibelli, as the managing member of each of Cibelli Research and Marathon Partners, may be deemed
the beneficial owner of the (i) 800,000 Shares owned by Partners LP and (ii) 119,000 Shares owned by Focus Fund.

Percentage: Approximately
6.3%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 919,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 919,000

(c)

Mr. Cibelli
has not entered into any transactions in the Shares since the previous Schedule 13D filing. The transactions in the Shares on
behalf of Focus Fund since the previous Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference
.

C. Focus Fund
(a) As of the close of business on October 20, 2017, Focus Fund beneficially owned 119,000 Shares.

Percentage: Approximately
0.8%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 119,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 119,000
(c)

The transactions
in the Shares by Focus Fund since the previous Schedule
13D filing are set forth in Schedule A and are incorporated herein by reference
.

D. Cibelli Research
(a) Cibelli Research, as the general partner of Focus Fund, may be deemed the beneficial owner of the
(i) 119,000 Shares owned by Focus Fund.

Percentage: Approximately
0.8%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 119,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 119,000
(c) Cibelli Research has not entered into any transactions in the Shares since the previous Schedule 13D filing. The transactions
in the Shares on behalf of Focus Fund since the previous Schedule 13D filing are set forth in the Schedule A and are incorporated
herein by reference.
9

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Page 10 of 12 – SEC Filing

E. Partners LP
(a) As of the close of business on October 20, 2017, Partners LP beneficially owned 800,000 Shares.

Percentage: Approximately
5.4%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 800,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 800,000
(c)

Partners LP
has not entered into any transactions in the Shares
since the previous Schedule 13D filing
.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter to the Board of Directors, dated October 19, 2017.
10

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Page 11 of 12 – SEC Filing

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: October 20, 2017

Marathon Partners L.P.
By:

Marathon Partners Equity

Management, LLC, its General Partner

By: /s/ Mario D. Cibelli
Name: Mario D. Cibelli
Title: Managing Member
Marathon Focus Fund L.P.
By: Cibelli Research & Management, LLC, its General Partner
By: /s/ Mario D. Cibelli
Name: Mario D. Cibelli
Title: Managing Member
Cibelli Research & Management, LLC
By: /s/ Mario D. Cibelli
Name: Mario D. Cibelli
Title: Managing Member
Marathon Partners Equity Management, LLC
By: /s/ Mario D. Cibelli
Name: Mario D. Cibelli
Title: Managing Member

/s/ Mario D. Cibelli

MARIO D. CIBELLI
11

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Page 12 of 12 – SEC Filing

SCHEDULE A

Transactions in the Shares of
the Issuer Since the Previous Schedule 13D Filing

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

Marathon
FOCUS FUND L.P.

 

Sale of Common Stock (5,000) 11.7166 10/09/2017
Sale of Common Stock (3,000) 11.7848 10/10/2017
Sale of Common Stock (2,200) 11.8909 10/11/2017
Sale of Common Stock (800) 11.7000 10/12/2017

 

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