The Schedule 13D filed on May 18, 2000 by Lonnie J. Stout II, an individual resident of the state of Tennessee, relating to the Common Stock, par value $0.05 per share (the “Common Stock”), of J. Alexander’s Corporation, a Tennessee corporation (the “Issuer”), as amended by Amendment No. 1 filed on April 12, 2001 and Amendment No. 2 filed on May 27, 2009 (the “Schedule 13D”), is hereby amended and supplemented as set forth below by this Amendment No. 3 to the Schedule 13D.

Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Mr. Stout is the recipient of periodic stock option grants and, as a result, his beneficial ownership for purposes of this Schedule 13D may increase or decrease with respect to the vesting or expiration of those Options.  On November 8, 2009, Mr. Stout’s beneficial ownership decreased by 180,000 shares of Common Stock of the Issuer when certain Options, each with an original grant date of November 8, 1999, expired unexercised in accordance with their terms and without any action on the part of Mr. Stout or the Issuer.

Mr. Stout entered into a trading plan agreement with Avondale Partners, LLC dated as of November 23, 2009 providing for the disposition of up to 30,000 shares of Common Stock as part of a personal diversification plan and his overall tax and financial planning strategy.  See Item 6 below for a description of the agreement.

Item 5.  Interests in Securities of the Issuer.

Item 5 of Schedule 13D is hereby amended and restated as follows:

(a)  As of the date hereof, Mr. Stout beneficially owns 6.1% of the Common Stock of the Issuer, or 375,584 shares of Common Stock.

(b)  As of the date hereof, Mr. Stout beneficially owns the following number of shares of Common Stock with:

Sole Voting Power: 375,584 shares (includes options to purchase 168,125 shares (right to acquire)) of Common Stock

Shared Voting Power:  0

Sole Dispositive Power: 364,936 shares (includes options to purchase 168,125 shares (right to acquire)) of Common Stock

Shared Dispositive Power: 10,648 shares of Common Stock

(c)  N/A

(d)  N/A

(e)  N/A

Note: Mr. Stout’s beneficial ownership of Common Stock, as determined pursuant to §240.13d-3 of the Act, is subject to increase on the date which is 60 days prior to the vesting of outstanding Options and is subject to decrease upon the expiration of any outstanding Options on the date such Options expire unexercised.  Please see Item 6 below which details Mr. Stout’s outstanding Options, including dates of vesting and expiration.

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Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of Schedule 13D is hereby amended and restated as follows:

Employee Stock Ownership Plan

The Issuer’s Employee Stock Ownership Plan, as amended and restated, permits employees of the Issuer, including Mr. Stout, to acquire proprietary interests in the Issuer in the form of Common Stock.  As of the date hereof, Mr. Stout has beneficial ownership of 10,648 shares of Common Stock under the Issuer’s Employee Stock Ownership Plan, as to which Mr. Stout has sole voting power and shared dispositive power.

Amended and Restated 2004 Equity Incentive Plan

As reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2007, the Issuer’s stockholders approved the Issuer’s Amended and Restated 2004 Equity Incentive Plan.  The Amended and Restated 2004 Equity Incentive Plan is administered by a Committee of the Board of Directors and allows for the grant of stock-based awards, including options, stock appreciation rights, restricted share awards, restricted share units and performance awards to eligible employees, directors and consultants of the Issuer, including Mr. Stout.  Under the Issuer’s Amended and Restated 2004 Equity Incentive Plan, Mr. Stout has been granted Options in the amounts detailed below.  For purposes of this Schedule 13D, Mr. Stout’s beneficial ownership of Common Stock is determined pursuant to §240.13d-3 of the Act which requires the inclusion of securities which Mr. Stout has the right to acquire within 60 days.  As a result, Mr. Stout’s beneficial ownership is subject to increase on the date which is 60 days prior to the vesting of outstanding Options and is subject to decrease upon the expiration of any outstanding Options on the date such Options expire unexercised.

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On December 21, 2005, Mr. Stout received a total of 50,000 Options (the “2005 Options”) which vested immediately.  On December 21, 2015, any 2005 Options which remain unexercised will expire and Mr. Stout will no longer be deemed the beneficial owner of the corresponding shares of underlying Common Stock.

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On May 15, 2007, Mr. Stout received a total of 225,000 Options (the “2007 Options”) of which 56,250 Options vested on May 15, 2008 and May 15, 2009, respectively, and of which 56,250 Options will vest on May 15, 2010 and May 15, 2011, respectively.  On May 15, 2014, any 2007 Options which remain unexercised will expire and Mr. Stout will no longer be deemed the beneficial owner of the corresponding shares of underlying Common Stock.

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On July 24, 2008, Mr. Stout received a total of 22,500 Options (the “2008 Options”) of which 5,625 Options vested on July 24, 2009, and of which 5,625 Options will vest on July 24, 2010, July 24, 2011 and July 24, 2012, respectively.  On July 24, 2015, any 2008 Options which remain unexercised will expire and Mr. Stout will no longer be deemed the beneficial owner of the corresponding shares of underlying Common Stock.

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On November 23, 2009, Mr. Stout received a total of 160,000 Options (the “2009 Options”) of which 40,000 Options will vest on each November 23 of the years 2010, 2011, 2012 and 2013, respectively.  On November 23, 2016, any 2009 Options which remain unexercised will expire and Mr. Stout will no longer be deemed the beneficial owner of the corresponding shares of underlying Common Stock.

 

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Assuming that the number of outstanding shares of Common Stock does not change, Mr. Stout’s deemed beneficial ownership, which includes shares of Common Stock actually owned and those which he has the right to acquire within 60 days, will increase according to the following schedule:

	Date		Total Shares of Common Stock Beneficially Owned	Percentage of Outstanding Common Stock
	November 25, 2009		375,584	6.1%
	March 16, 2010		431,834	7.0%
	May 25, 2010		437,459	7.1%
	September 24, 2010		477,459	7.7%
	March 16, 2011		533,709	8.5%
	May 25, 2011		539,334	8.6%
	September 24, 2011		579,334	9.2%
	May 25, 2012		584,959	9.3%
	September 24, 2012		624,959	9.8%
	September 24, 2013		664,959	10.4%

Trading Plan

On November 23, 2009, Mr. Stout entered into a trading plan agreement with Avondale Partners, LLC as part of a personal diversification plan and his overall tax and financial planning strategy (the “Trading Plan”).  The Trading Plan is intended to satisfy the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended, and provides for the sale of up to 30,000 shares of Common Stock that Mr. Stout has held since September 30, 2008.  Sales commenced on November 24, 2009 and will terminate on March 31, 2010.

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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.

 

	DATE:  November 25, 2009
	/s/ Lonnie J. Stout II
	Lonnie J. Stout II