Amended Statement of Beneficial Ownership (sc 13d/a)
September 16 2019 - 5:01PM
Edgar (US Regulatory)
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. 7)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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
September 12, 2019
(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).
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1
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NAME OF REPORTING PERSON
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Marathon Partners Equity Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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715,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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715,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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715,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.9%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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Mario D. Cibelli
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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715,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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715,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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715,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.9%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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Marathon Focus Fund L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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65,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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65,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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65,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Cibelli Research & Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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65,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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65,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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65,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Marathon Partners L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NEW YORK
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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650,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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650,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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650,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.4%
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14
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TYPE OF REPORTING PERSON
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PN
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The following constitutes
Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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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 650,000 Shares
beneficially owned by Partners LP is approximately $6,405,084, excluding brokerage commissions. The aggregate purchase price of
the 65,000 Shares beneficially owned by Focus Fund is approximately $565,505, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) and
(e) 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 August 8, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 9, 2019.
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(a)
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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) 650,000 Shares owned by Partners LP and (ii) 65,000 Shares
owned by Focus Fund.
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Percentage: Approximately
4.9%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 715,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 715,000
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(c)
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Marathon Partners has not entered into any transactions in the Shares since the filing of Amendment
No. 6 to the Schedule 13D. The transactions in the Shares on behalf of each of Partners LP and Focus Fund since the filing of Amendment
No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Mr. Cibelli, as the managing member of each of Cibelli Research and Marathon Partners, may be deemed
the beneficial owner of the (i) 650,000 Shares owned by Partners LP and (ii) 65,000 Shares owned by Focus Fund.
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Percentage: Approximately
4.9%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 715,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 715,000
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(c)
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Mr. Cibelli has not entered into any transactions in the Shares since the filing of Amendment No.
6 to the Schedule 13D. The transactions in the Shares on behalf of each of Partners LP and Focus Fund since the filing of Amendment
No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on September 16, 2019, Focus Fund beneficially owned 65,000 Shares.
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Percentage: Less than
1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 65,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 65,000
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(c)
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The transactions in the Shares by Focus Fund since the filing of Amendment No. 6 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Cibelli Research, as the general partner of Focus Fund, may be deemed the beneficial owner of the
65,000 Shares owned by Focus Fund.
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Percentage: Less than
1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 65,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 65,000
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(c)
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Cibelli Research has not entered into any transactions in the Shares since the filing of Amendment
No. 6 to the Schedule 13D. The transactions in the Shares on behalf of Focus Fund since the filing of Amendment No. 6 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on September 16, 2019, Partners LP beneficially owned 650,000 Shares.
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Percentage: Approximately
4.4%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 650,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 650,000
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(c)
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The transactions in the Shares by Partners LP since the filing of Amendment No. 6 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(e)
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As of September 12, 2019, the Reporting Persons ceased to beneficially own more than 5% of the
outstanding Shares of the Issuer.
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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.
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 16, 2019
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Marathon Partners L.P.
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By:
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Marathon Partners Equity
Management, LLC, its General Partner
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By:
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/s/ Mario D. Cibelli
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Name:
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Mario D. Cibelli
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Title:
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Managing Member
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Marathon Focus Fund L.P.
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By:
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Cibelli Research & Management, LLC,
its General Partner
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By:
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/s/ Mario D. Cibelli
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Name:
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Mario D. Cibelli
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Title:
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Managing Member
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Cibelli Research & Management, LLC
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|
|
By:
|
/s/ Mario D. Cibelli
|
|
|
Name:
|
Mario D. Cibelli
|
|
|
Title:
|
Managing Member
|
|
Marathon Partners Equity Management, LLC
|
|
|
|
By:
|
/s/ Mario D. Cibelli
|
|
|
Name:
|
Mario D. Cibelli
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
/s/ Mario D. Cibelli
|
|
MARIO D. CIBELLI
|
SCHEDULE A
Transactions in the Shares of
the Issuer Since the Filing of Amendment No. 6 to the Schedule 13D
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
MARATHON FOCUS FUND L.P.
Sale of Common Stock
|
(2,500)
|
11.7350
|
08/26/2019
|
Sale of Common Stock
|
(2,500)
|
11.7535
|
08/27/2019
|
Sale of Common Stock
|
(2,500)
|
11.9131
|
08/28/2019
|
Sale of Common Stock
|
(2,500)
|
11.7570
|
09/12/2019
|
Sale of Common Stock
|
(2,500)
|
11.7756
|
09/16/2019
|
MARATHON PARTNERS L.P.
Sale of Common Stock
|
(25,000)
|
11.4000
|
08/19/2019
|
Sale of Common Stock
|
(25,000)
|
11.7509
|
09/05/2019
|
Sale of Common Stock
|
(25,000)
|
11.7570
|
09/12/2019
|
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