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.  )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)

September 25, 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
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

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.

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.

(f)       Partners
LP is organized under the laws of the State of New York. Each of Focus Fund, Cibelli Research and Marathon Partners is organized
under the laws of the State of Delaware. Mr. Cibelli is a citizen of the United States of America.

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 130,000 Shares beneficially owned by Focus Fund is approximately $1,332,803, excluding brokerage commissions.

On August 4, 2017,
the Issuer and Fidelity National Financial, Inc. (“FNF”) announced a definitive agreement under which the Issuer will
acquire 99 Restaurants, LLC, a majority-owned enterprise of FNF in an all-stock transaction (“Proposed Transaction”)
valued at approximately $199 million, including the assumption of $20 million in net debt, and following which FNF will own approximately
52.5% of the outstanding shares of capital stock of Issuer.

On September 26, 2017,
Marathon Partners delivered a letter (the “Letter”) to the Issuer’s board of directors (the “Board”)
opposing the Proposed Transaction given its belief that the Proposed Transaction is overly accommodating to the interests of FNF
and other affiliated entities and clearly not in the best interests of the Issuer’s shareholders. Marathon Partners stated
in the Letter that it is highly concerned the Board’s deep and active ties to FNF are hindering the pursuit of alternative
options that could potentially result in better outcomes for shareholders.

In the Letter, Marathon
Partners noted numerous severe flaws and deficiencies with the Proposed Transaction, including:

Marathon Partners
stated in the Letter that J. Alexander’s fair value lies well above the $11 per share price used for the Proposed Transaction
and believes that the range of $13 to $15 is a more reasonable approximation of J. Alexander’s intrinsic value per share
that is supported by a variety of valuation methodologies, including the value of its real estate holdings.

Marathon Partners
also questioned the timing of the Proposed Transaction, noting in the Letter that J. Alexander’s was close to exiting its
two-year restrictive period which would enable it to freely pursue a change of control transaction, making the no-shop provision
even more perplexing and troublesome.

Marathon Partners
referred to the Proposed Transaction in the Letter as amongst the most one-sided, conflicted deals it has seen in twenty-five years
of investing, noting that the Board is recommending shareholders sell control of J. Alexander’s to another entity its Board has
deep ties to, for no premium, while simultaneously restricting other options available to enhance shareholder value. Marathon Partners
stated that it supports J. Alexander’s decision to pursue a change in control transaction, but believes the Issuer’s shareholders
would have been much better served by expanding the process to potential buyers beyond FNF. Marathon Partners strongly suggests
the Board take any necessary actions within the parameters of the current ill-fated Proposed Transaction to rectify this untenable
situation so that it may be free to pursue the interest of other potential suitors. In conclusion, Marathon Partners suggests that
the Board move forward quickly and decisively so that it may reverse the damage and wasted time that has resulted from the Proposed
Transaction.

The foregoing description
of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which
is filed as Exhibit 99.1, and is incorporated herein by reference.

The Proposed Transaction
is subject to the approval of the Issuer’s shareholders, including the affirmative vote of the holders of a majority of the
outstanding shares of the Issuer’s common stock and the affirmative vote of a majority of the votes cast by a quorum of the
holders of the outstanding shares of common stock excluding common stock held by members of the Board and their related parties,
since the Proposed Transaction may be deemed a “conflicting interest transaction” under Tennessee law. The adoption
of the Issuer’s Restated Charter will also require the affirmative vote of the holders of 66 2/3% of the outstanding shares
of common stock.

The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. The Reporting Persons believe that there are numerous opportunities to maximize shareholder
value and the Reporting Persons have engaged, and intend to continue to engage, in a dialogue with the Issuer’s management, Board,
other shareholders and third parties, including potential acquirers, regarding the Issuer’s business, operations, strategies, plans,
strategic transactions (including the Transaction) and related matters. Depending upon overall market conditions, other investment
opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale
of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other
things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable.

No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis
and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third
parties, including potential acquirers, and/or formulate plans or proposals regarding the Issuer, its assets or its securities.
Such plans or proposals may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D.

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 August 10, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 11, 2017.

Percentage: Approximately
6.3%

Percentage: Approximately
6.3%

Percentage: Approximately
0.9%

Percentage: Approximately
0.9%

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.

On September 26, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

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: September 26, 2017

SCHEDULE A

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

Marathon
PARTNERS L.P.