Timothy Janszen SC 13D/AJ. Alexander's / Janszen Timothy ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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.

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).

Explanatory Note:  This Amendment No. 2 (the “Amendment”) to the beneficial ownership report on Schedule 13D filed on January 11, 2016 (“Schedule 13D”), amends and supplements certain information set forth in the Schedule 13D. The Schedule 13D has previously been amended by Amendment No. 1 (July 8, 2021). References herein to the Schedule 13D describe the initial filing as so amended. Except as set forth herein, this Amendment does not modify any information previously set forth in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings assigned thereto in the Schedule 13D. The purpose of this Amendment is to disclose certain recent developments identified in Item 1 and to reflect an exit filing by the reporting persons.

This statement relates to the common stock, par value $0.001 per share (the “Common Stock”), of J. Alexander’s Holdings, Inc., a Tennessee corporation (“JAX” or the “Issuer”), having its principal executive offices at 3401 West End Avenue, Suite 260, Nashville, Tennessee 37203.

This Amendment No. 2 is being filed in connection with the completion on September 30, 2021 (the “Closing Date”) of the previously announced merger (the “Merger”) contemplated by the agreement and plan of merger, dated as of July 2, 2021 (the “Merger Agreement”), by and among the Issuer, SPB Hospitality LLC, a Delaware limited liability company (“Parent”) and Titan Merger Sub, Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”). On the Closing Date, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving company. As a result of the Merger, the Company became a wholly-owned subsidiary of Parent and the Reporting Persons no longer beneficially own any Common Stock.

The Schedule 13D and all amendments thereto, including with respect to Items 2, 3, 4, 5 and 6, are hereby amended by the foregoing.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: October 1, 2021