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

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.