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

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).

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 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 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 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.

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 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.

Percentage: Approximately
6.3%

Percentage: Approximately
6.3%

Percentage: Approximately
0.8%

Percentage: Approximately
0.8%

Percentage: Approximately
5.4%

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 is hereby amended to add the following exhibit:

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

SCHEDULE A

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

Marathon
FOCUS FUND L.P.