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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’s 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 0 920,000 920,000 6.3%
Mario D. Cibelli 920,000 920,000 6.3%
Marathon Focus Fund 120,000 120,000 0.8%
Cibelli Research Management 120,000 120,000 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. 2)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)

December 6, 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 920,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
920,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,000
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 920,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
920,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,000
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 120,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
120,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,000
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 120,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
120,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,000
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. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.

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 120,000 Shares beneficially owned by Focus Fund is approximately $1,225,098, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby
amended to add the following:

On December 6, 2017,
Marathon Partners delivered a third letter to the Issuer’s board of directors (the “Board”) following its review
of the amended preliminary merger proxy statement (the “Proxy”) filed by the Issuer on November 17, 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 reiterated its strong opposition
to the Transaction based on the Board’s conflicts of interest and the Transaction’s increasingly incompatible economic
terms. As such, Marathon Partners believes that the Transaction is not in the best interests of shareholders and raised concerns
including significant industry headwinds, unrealistically ambitious projections, and its belief that likely third party interest
in the Issuer is being stymied by the unusual, entrenching no-shop provision that the Issuer unnecessarily agreed to in the Merger
Agreement.

Marathon Partners
noted the continued deterioration of 99 Restaurants’ financial performance based on its declining year-over-year guest traffic,
down 2.1% versus last year, and identified its price-sensitive customer base as a major vulnerability given its low average check
size and the rising labor costs in the industry. Marathon Partners also highlighted 99 Restaurants’ inability to meaningfully
increase guest check size over the past decade.

Marathon Partners
stated that 99 Restaurants is poorly positioned to adapt effectively to headwinds facing the casual dining industry, such as changes
in dining habits, industry overcapacity and rising labor costs. Marathon Partners estimated that labor inflation alone would set
99 Restaurants’ operating profits back by $3 million to $4.5 million in 2018, absent other mitigating factors, thereby reducing
its EBITDA and operating income by 14% and 24%, respectively, at the midpoint versus estimated 2017 results.

Marathon Partners
cited the overly optimistic revenue projections for 99 Restaurants, noting that it would need to grow sales by 10% in Q4 2017 to
meet management’s 2017 revenue projections, an increasingly challenging target in light of slowing sales growth at existing
restaurants.

Marathon Partners
further stated that if the Transaction is voted down by shareholders, it is confident that third-party sponsors would likely approach
the Issuer to inquire about a potential buyout. Marathon Partners believes that an arms-length transaction with a third party
acquirer would yield a much better outcome for shareholders compared to the Issuer relinquishing control of J. Alexander’s
in exchange for a poorly positioned and profit-challenged casual dining concept such as 99 Restaurants.

7

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Page 8 of 12 – SEC Filing

Marathon Partners
raised a series of questions to the Board after being deprived of the opportunity to do so during the Issuer’s Q3 2017 earnings
call. Marathon Partners asked the Board:

· What level of inflation in restaurant labor and related costs is management projecting for 2018?
· With less than 30 days remaining in Q4 2017, is 99 Restaurants still on track to meet management’s
revenue estimates provided in the proxy, and if not, will the projections for 2017 and beyond be reduced?
· If these financial projections are reduced, will J. Alexander’s provide its shareholders
with new projections before they vote on the Transaction?
· Why did management of J. Alexander’s find it necessary to engage FNF/CHI in such a lucrative,
$500,000 per month, Transition Services Agreement?

Marathon Partners
concluded the letter by stating that value-protecting instruments such as contingent value rights should be offered to shareholders
to induce them to support the Transaction.

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.

Items 5(a)-(c) are
hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 14,695,176 Shares outstanding, which is the total number of Shares
outstanding as of November 8, 2017 as reported in in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 9, 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) 120,000 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: 920,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 920,000
(c) Marathon Partners has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Focus Fund since the filing of Amendment No. 1 to the Schedule
13D 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) 120,000 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: 920,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 920,000

(c) Mr. Cibelli has not entered into any transactions in the Shares since the filing of Amendment No.
1 to the Schedule 13D. The transactions in the Shares on behalf of Focus Fund since the filing of Amendment No. 1 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
C. Focus Fund
(a) As of the close of business on December 5, 2017, Focus Fund beneficially owned 120,000 Shares.

Percentage:
Approximately 0.8%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 120,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 120,000

(c) The transactions in the Shares by Focus Fund since the filing of Amendment No.1 to the Schedule
13D 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
120,000 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: 120,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 120,000
(c) Cibelli Research has not entered into any transactions in the Shares since the filing of Amendment
No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Focus Fund since the filing of Amendment No. 1 to the Schedule
13D are set forth in 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 December 5, 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 filing of Amendment No.
1 to the Schedule 13D.

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.

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 December 6, 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: December 6, 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 Filing of Amendment No. 1 to the Schedule 13D

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

Marathon
Focus Fund L.P.

 

Sale of Common Stock (200) 10.8000 10/24/2017
Sale of Common Stock (100) 10.8000 10/27/2017
Purchase of Common Stock 1,300 10.5308 10/31/2017
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