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

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.