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

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates
to the Common Stock, no par value (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 2.

Identity and Background.

(a)

This statement is filed by:

(i)

Marathon Partners L.P., a New York limited partnership (“Partners LP”), with respect to the Shares directly and beneficially owned by it;

(ii)

Marathon Focus Fund L.P., a Delaware limited partnership (“Focus Fund”), with respect to the Shares directly and beneficially owned by it;

(iii)

Cibelli Research & Management, LLC, a Delaware limited liability company (“Cibelli Research”), as the general partner of Focus Fund;

(iv)

Marathon Partners Equity Management, LLC, a Delaware limited liability company (“Marathon Partners”), as the investment manager of each of Partners LP and Focus Fund and the general partner of Partners LP; and

(v)

Mario D. Cibelli, as managing member of each of Cibelli Research and Marathon Partners.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of Partners LP, Focus Fund, Cibelli Research, Marathon Partners and Mr. Cibelli is One
Grand Central Place, 60 East 42nd Street, Suite 2306, New York, New York 10165.

(c)       The
principal business of each of Partners LP and Focus Fund is investing in securities. The principal business of Cibelli Research
is serving as the general partner to Focus Fund. The principal business of Marathon Partners is acting as the investment manager
of Partners LP and Focus Fund, and acting as the general partner of Partners LP. The principal occupation of Mr. Cibelli is serving
as the managing member of each of Cibelli Research and Marathon Partners.

(d)       No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e)       No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.