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

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.