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. 3)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)

February 27, 2018

(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. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.

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 875,000 Shares
beneficially owned by Partners LP is approximately $8,928,554, excluding brokerage commissions. The aggregate purchase price of
the 130,000 Shares beneficially owned by Focus Fund is approximately $1,326,299, excluding brokerage commissions.

Item 4 is hereby amended
to add the following:

On February 27, 2018,
Marathon Partners delivered a letter to the Issuer’s board of directors (the “Board”) following the results of
the Issuer’s Special Meeting of Shareholders in which shareholders rejected the Board-recommended acquisition (the “Transaction”)
of 99 Restaurants, LLC (“99 Restaurants”) by the Issuer. In the letter, addressed to the Chairman of the Board Frank
Martire, Marathon Partners cited the Issuer’s share price underperformance and urged the Chairman to review strategic options
in the best interests of all shareholders. Marathon Partners also recommended that the Board appoint new, independent directors
in order to restore accountability in light of its conflicts of interests relating to the Transaction. Further, Marathon Partners
requested that the Issuer establish a special committee of independent directors and engage an independent investment bank to explore
strategic alternatives.

Marathon Partners
cited the continued stock price underperformance in which the Issuer underperformed many peers and various equity indices. Marathon
Partners further stated that, since its inception as a public company, the Issuer has returned 8.4% while the S&P 500 Total
Return Index and S&P 500 Total Return Restaurant Index have returned 55.2% and 36.6%, respectively. The letter noted that with
the Issuer’s shares trading at approximately $10.50, shareholders have suffered nearly two and a half years of extremely
low returns.

In the letter, Marathon
Partners emphasized the Chairman’s role in protecting the best interests of outside shareholders and noted that, given the
Chairman’s presence on other public company boards, the Chairman should appreciate the responsibility of serving as a fiduciary
to shareholders in the context of the conflicted and undervalued Transaction.

Marathon Partners
further noted its belief that additional independent directors, free from conflicts arising from the Transaction, should be appointed
to the Board to ensure fairness for all shareholders. Marathon Partners stated that such newly appointed independent Board members
could seek to maximize shareholder value by leveraging the Issuer’s potential for growth, balance sheet optionality, and
opportunity for margin improvement in order to assess potential interest in the Issuer from outside buyers. Marathon Partners reiterated
its belief that a full and open auction process held by a properly incentivized investment bank could yield multiple parties, and
that such a process would produce a valuation significantly higher than the $11 used by the Board in valuing the Issuer in the
Transaction. This would, according to Marathon Partners, serve to close the gap between the public and private value of the Company.

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.

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.

Percentage: Approximately
6.8%

Percentage: Approximately
6.8%

Percentage: Approximately
0.9%

Percentage: Approximately
0.9%

Percentage: Approximately
5.9%

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: March 1, 2018

SCHEDULE A

Transactions in the Shares of
the Issuer During the Past Sixty Days

Marathon
Focus Fund L.P.

Marathon
Partners L.P.