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

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 1,005,000 1,005,000 6.8%
Mario D. Cibelli 1,005,000 1,005,000 6.8%
Marathon Focus Fund 130,000 130,000 0.9%
Cibelli Research Management 130,000 130,000 0.9%
Marathon Partners 875,000 875,000 5.9%
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. 3)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)

February 27, 2018

(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 1,005,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,005,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,005,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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 1,005,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,005,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,005,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
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 130,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
130,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
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 130,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
130,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
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 875,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
875,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON
PN
6

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Page 7 of 12 – SEC Filing

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 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 875,000 Shares
beneficially owned by Partners LP is approximately $8,928,554, excluding brokerage commissions. The aggregate purchase price of
the 130,000 Shares beneficially owned by Focus Fund is approximately $1,326,299, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended
to add the following:

On February 27, 2018,
Marathon Partners delivered a letter to the Issuer’s board of directors (the “Board”) following the results of
the Issuer’s Special Meeting of Shareholders in which shareholders rejected the Board-recommended acquisition (the “Transaction”)
of 99 Restaurants, LLC (“99 Restaurants”) by the Issuer. In the letter, addressed to the Chairman of the Board Frank
Martire, Marathon Partners cited the Issuer’s share price underperformance and urged the Chairman to review strategic options
in the best interests of all shareholders. Marathon Partners also recommended that the Board appoint new, independent directors
in order to restore accountability in light of its conflicts of interests relating to the Transaction. Further, Marathon Partners
requested that the Issuer establish a special committee of independent directors and engage an independent investment bank to explore
strategic alternatives.

Marathon Partners
cited the continued stock price underperformance in which the Issuer underperformed many peers and various equity indices. Marathon
Partners further stated that, since its inception as a public company, the Issuer has returned 8.4% while the S&P 500 Total
Return Index and S&P 500 Total Return Restaurant Index have returned 55.2% and 36.6%, respectively. The letter noted that with
the Issuer’s shares trading at approximately $10.50, shareholders have suffered nearly two and a half years of extremely
low returns.

In the letter, Marathon
Partners emphasized the Chairman’s role in protecting the best interests of outside shareholders and noted that, given the
Chairman’s presence on other public company boards, the Chairman should appreciate the responsibility of serving as a fiduciary
to shareholders in the context of the conflicted and undervalued Transaction.

Marathon Partners
further noted its belief that additional independent directors, free from conflicts arising from the Transaction, should be appointed
to the Board to ensure fairness for all shareholders. Marathon Partners stated that such newly appointed independent Board members
could seek to maximize shareholder value by leveraging the Issuer’s potential for growth, balance sheet optionality, and
opportunity for margin improvement in order to assess potential interest in the Issuer from outside buyers. Marathon Partners reiterated
its belief that a full and open auction process held by a properly incentivized investment bank could yield multiple parties, and
that such a process would produce a valuation significantly higher than the $11 used by the Board in valuing the Issuer in the
Transaction. This would, according to Marathon Partners, serve to close the gap between the public and private value of the Company.

7

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Page 8 of 12 – SEC Filing

Marathon Partners
concluded the letter by stating its view that the entire Board should treat any potential inbound inquiries to purchase the Issuer
fairly and with the same vigor as with the Transaction. Marathon Partners stated that the disinterested shareholders’ rejection
of the Board-recommended Transaction sends a strong signal for strategic change to the Board, and that shareholders would likely
support a review of alternatives to better serve their interests.

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 the close of business on December 19, 2017, the record date for the Special Meeting, as
reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2,
2018.

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) 875,000 Shares owned by Partners LP and (ii) 130,000 Shares
owned by Focus Fund.

Percentage: Approximately
6.8%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,005,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,005,000
(c) Marathon Partners has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Partners LP and Focus Fund during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
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) 875,000 Shares owned by Partners LP and (ii) 130,000 Shares owned by Focus Fund.

Percentage: Approximately
6.8%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,005,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,005,000

(c) Mr. Cibelli has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Partners LP and Focus Fund during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
8

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Page 9 of 12 – SEC Filing

C. Focus Fund
(a) As of the close of business on March 1, 2018, Focus Fund beneficially owned 130,000 Shares.

Percentage: Approximately
0.9%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 130,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 130,000

(c) The transactions in the Shares by Focus Fund during the past sixty days 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
130,000 Shares owned by Focus Fund.

Percentage: Approximately
0.9%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 130,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 130,000
(c) Cibelli Research has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Focus Fund during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
E. Partners LP
(a) As of the close of business on March 1, 2018, Partners LP beneficially owned 875,000 Shares.

Percentage: Approximately
5.9%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 875,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 875,000

(c) The transactions in the Shares by Partners LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
9

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Page 10 of 12 – SEC 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.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended
to add the following exhibit:

99.1 Letter to the Chairman of the Board of Directors, dated February 27, 2018.
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: March 1, 2018

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 During the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

Marathon
Focus Fund L.P.

 

Purchase of Common Stock 5,000 10.5462 02/02/2018
Purchase of Common Stock 5,000 9.6941 02/21/2018

Marathon
Partners L.P.

 

Purchase of Common Stock 25,000 10.5462 02/02/2018
Purchase of Common Stock 25,000 9.4883 02/06/2018
Purchase of Common Stock 25,000 9.7403 02/07/2018
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