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. 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).

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 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 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.

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:

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.

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.

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: December 6, 2017

SCHEDULE A

Transactions in the Shares of
the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

Marathon
Focus Fund L.P.