SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

J. Alexander’s Corporation

(Name of Issuer)

Common Stock, par value $0.05 per share

(Title of Class of Securities)

466096104

(CUSIP Number)

Privet Fund LP

Attn: Ryan Levenson

3280 Peachtree Rd.

Suite 2670

Atlanta, GA 30305

With a copy to:

Rick Miller

Bryan Cave LLP

1201 W. Peachtree St., 16th Floor

Atlanta, GA  30309

Tel: (404) 572-6600

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 22, 2012

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (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 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).

SCHEDULE 13D
CUSIP No.  466096104	Page 2 of 10 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS                                                                WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 562,599
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 562,599

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 562,599
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D
CUSIP No.  466096104	Page 3 of 10 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Fund Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS                                                                AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 590,956
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 590,956

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 590,956
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D
CUSIP No.  466096104	Page 4 of 10 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ryan Levenson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS                                                                AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 590,956
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 590,956

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 590,956
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9
14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D
CUSIP No.  466096104	Page 5 of 10 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ben Rosenzweig
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS                                                                PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 3,029
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 3,029
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,029
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0
14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D
CUSIP No.  466096104	Page 6 of 10 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Todd Diener
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)            o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0
14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP No.  466096104 Page 7 of 10Pages    

Reference is hereby made to the statement on Schedule 13D, filed with the Securities and Exchange Commission on November 3, 2011, as amended (the “Schedule 13D”), with respect to the Common Stock, par value $0.05 per share of J. Alexander’s Corporation, a Tennessee corporation (the “Company” or “Issuer”).  Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. “Privet” refers to Privet Fund together with Privet Management.

 The undersigned hereby amend and supplement the Schedule 13D as follows.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety to read as follows:

The aggregate purchase price of the 593,985 shares of Common Stock beneficially owned by the Reporting Persons is approximately $3,722,832, not including brokerage commissions, of which approximately $3,537,491 was funded with partnership funds of Privet Fund, $167,167 was funded with assets under separately managed accounts with Privet Management, and $18,174 was funded with personal assets of  Mr. Rosenzweig.  The participants may have effected purchases of the Company’s Shares through margin accounts maintained with prime brokers, who may have extended margin credit as and when requested to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and such broker’s credit policies.

Item 4.  Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 22, 2012, the Reporting Persons delivered a letter to the Vice President, Chief Financial Officer and Secretary of the Company, R. Gregory Lewis (the “May 22 Letter”).  In the May 22 Letter, the Reporting Persons note the provisions of the Company’s bylaws and Tennessee law that require the Annual Meeting to be held no later than June 30 and July 1, respectively.  The Reporting Persons also assert their belief that any action by the incumbent Board and management to amend the bylaws to delay the Annual Meeting would be further evidence of entrenchment and serve to disenfranchise shareholders.  A copy of the May 22 Letter is attached as Exhibit 99.1 hereto and is incorporated by reference herein.”

Item 5.  Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated in its entirety to read as follows:

(a)As of the date of this filing, the remaining Reporting Persons beneficially own 593,985 shares (the “Shares”), or approximately 9.9% of the outstanding Common Stock of the Company. For further information, see the cover pages hereto which are hereby incorporated by reference. All percentages of outstanding Common Stock are calculated based on information included in the Form 10-K/A filed by the Company for the fiscal year ended January 1, 2012, which reported that 5,994,453 shares of Common Stock were outstanding as of April 27, 2012.

SCHEDULE 13D

CUSIP No.  466096104 Page 8 of 10Pages    

Item 7.  Materials to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

Exhibit 99.1 May 22 Letter

SCHEDULE 13D

CUSIP No.  466096104 Page 9 of 10Pages    

 Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  May 22, 2012	PRIVET FUND LP
	By:	Privet Fund Management LLC,
	Managing Partner
	By:	/s/ Ryan Levenson
	Name: Ryan Levenson
	Title: Managing Member
	PRIVET FUND MANAGEMENT LLC
	By:	/s/ Ryan Levenson
	Name: Ryan Levenson
	Title: Managing Member
	/s/ Ryan Levenson
	Ryan Levenson
	/s/ Ben Rosenzweig
	Ben Rosenzweig

/s/ Todd Diener

Todd Diener

SCHEDULE 13D

CUSIP No.  466096104 Page 10 of 10Pages    

SCHEDULE 1

Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:

Unless otherwise indicated, all transactions were effected on the open market.

1.   Privet Fund LP

Trade Date	Nature of Transaction (Purchase/Sale)	Number of Shares	Price Per Share1
5/16/2012	Purchase	20,000	$8.54

2.   Privet Fund Management LLC

Trade Date	Nature of Transaction (Purchase/Sale)	Number of Shares	Price Per Share1
5/16/2012	Purchase	1,007	$8.4999
5/16/2012	Purchase	993	$8.498

1 Not including any brokerage fees.

EX-99.1

Exhibit 99.1

May 22, 2012

BY ELECTRONIC MAIL AND OVERNIGHT DELIVERY

R. Gregory Lewis, Vice President, Chief Financial Officer and Secretary

J. Alexander’s Corporation

3401 West End Avenue, Suite 260

Nashville, Tennessee  37202

Dear Greg,

We understand that the J. Alexander’s Corporation (“J. Alexander’s” or the “Company”) has set yesterday, May 21, 2012, as the record date for its 2012 Annual Meeting of Shareholders (the “Annual Meeting”).  Since the Company has yet to file its preliminary proxy materials, we eagerly await the scheduling of the Annual Meeting.  Given the requirements of the Company’s bylaws, we are perplexed that a date has not yet been set. 

Section 2 (a) of the Company’s Amended and Restated Bylaws provides as follows:

The [annual] meeting shall be held on a date set by the Board of Directors during the third, fourth, or fifth month following the end of the Corporation’s fiscal year. 

Since the Company’s fiscal year ended on January 1, 2012, the most liberal reading of the Company’s bylaws would require that the Annual Meeting be held no later than June 30, 2012 -- the end of the fifth month following January 2012.  We also note that Tennessee law clearly mandates that the Company hold the Annual Meeting on or before July 1, 2012.  We believe that upon application, a Tennessee court would promptly order compliance with Tennessee law (not to mention the Company’s own bylaws).1

Should the Company endeavor to schedule its 2012 Annual Meeting for a date subsequent to June 30, 2012, by amending its bylaws or otherwise, Privet would interpret this action as yet another entrenchment tactic employed by the Company’s Board and management team to further disenfranchise Company shareholders.  We believe that such action would also constitute an unreasonable response to the possibility of a contested election with respect to less than a majority of the seats on the Company’s Board of Directors.

1 The Tennessee Business Corporation Act states: “A court of record having equity jurisdiction in the county where a corporation's principal office is located may summarily order a meeting to be held on application of: (1) Any shareholder of the corporation entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting.” See Title 548, Chapter 17, Part 103 (emphasis added)

1  

As stated before, we stand both ready and willing to explore potential resolutions in order to avoid a potentially costly and distracting proxy contest.  However, we will not remain idle as the right of the shareholders to vote on the Company’s future direction is unjustifiably delayed.  Should management and the Board believe that a delay provides them the opportunity to search for an interim governance solution, we would caution against any line of insular thinking that minimizes legitimate shareholder concerns.

Best Regards,

Ryan Levenson and Ben Rosenzweig

Privet Fund Management LLC

2