Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
BJ's Restaurants, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
09180C106 (CUSIP Number) |
Ronald M. Shaich 777 Brickell Avenue,, #500-96800 Miami, FL, 33131 6452010601 Andrew Liazos 444 West Lake Street, Chicago, IL, 60606 3123722000 Heidi Steele 444 West Lake Street, Chicago, IL, 60606 3123722000 McDermott Will &Emery LLP 444 West Lake Street, Chicago, IL, 60606 3123722000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2024 (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.
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. | 09180C106 |
| 1 |
Name of reporting person
BJ's Act III, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,251,949.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11Consists of (a) 375,000 shares of Common Stock of the Issuer held by the Reporting Person, and (b) warrants to purchase 876,949 shares of Common Stock of the Issuer held by the Reporting Person.Box 13Based on a total of 23,693,475 shares of Common Stock, which is calculated based upon the sum of (a) 22,816,526 shares of Common Stock issued and outstanding as of November 1, 2024 as disclosed by the Issuer in the 10-Q and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants.
SCHEDULE 13D
|
| CUSIP No. | 09180C106 |
| 1< /td> |
Name of reporting person
Act III Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,251,949.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11Consists of (a) 375,000 shares of Common Stock of the Issuer held by BJ's Act III, LLC, and (b) warrants to purchase 876,949 shares of Common Stock of the Issuer held by BJ's Act III, LLC.Box 13Based on a total of 23,693,475 shares of Common Stock, which is calculated based upon the sum of (a) 22,816,526 shares of Common Stock issued and outstanding as of November 1, 2024 as disclosed by the Issuer in the 10-Q and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants.
SCHEDULE 13D
|
| CUSIP No. | 09180C106 |
| 1 |
Name of reporting person
Ronald M. Shaich | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,402,229.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11Consists of (a) 375,000 shares of Common Stock of the Issuer held by BJ's Act III, LLC, (b) warrants to purchase 876,949 shares of Common Stock of the Issuer held by BJ's Act III, LLC, and (c) 150,280 shares of Common Stock of the Issuer held by a trust for which the Reporting Person has sole voting and dispositive power.Box 13Based on a total of 23,693,475 shares of Common Stock, which is calculated based upon the sum of (a) 22,816,526 shares of Common Stock issued and outstanding as of November 1, 2024 as disclosed by the Issuer in the 10-Q and (b) 876,949 shares of Common Stock issuable upon the exercise in full of the warrants.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
BJ's Restaurants, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
7755 CENTER AVENUE, SUITE 300, HUNTINGTON BEACH,
CALIFORNIA
, 92647. | |
Item 1 Comment:
This statement constitutes Amendment Number 3 (the "Amendment") to the Schedule 13D relating to the common stock, no par value (the "Common Stock"), of BJ's Restaurants, Inc., a California corporation (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 15, 2020 (the "Original Filing") as amended by Amendment No. 1 ("Amendment No. 1") on November 30, 2020 and Amendment No. 2 ("Amendment No. 2") on April 20, 2023 (collectively, the "Schedule 13D"), on behalf of the Reporting Persons, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to incorporate the information set forth in Item 6. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended to add the following information:Act III Cooperation AgreementOn December 30, 2024, the Issuer, Act III Holdings, LLC, a Delaware limited liability company ("Act III Holdings"), Act III Management, LLC, a Delaware limited liability company controlled and indirectly owned by Ronald Shaich ("Act III Management"), BJ's Act III, LLC, and SC 2018 Trust LLC, a Delaware limited liability company owned by an irrevocable trust established by Ronald Shaich (the "2018 Trust" and with Act III Holdings, LLC, Act III Management, LLC, BJ's Act III, LLC, collectively are referred to herein as the "Act III Parties" and individually as an "Act III Party") entered into that certain Cooperation Agreement (the "Act III Cooperation Agreement"), which provides, among other things, that unless otherwise mutually agreed by the Company and the Act III Parties, until May 4, 2027:(i) The Act III Parties will be subject to customary standstill restrictions, including, among others, with respect to the acquisition of additional shares of the Company's voting securities (other than upon exercise of the Warrant, as defined below, or with the prior consent of the Issuer), proxy solicitation and related matters, extraordinary transactions and other changes, each of the foregoing subject to certain exceptions;(ii) The Act III Parties will vote all shares of Common Stock beneficially owned by them in accordance with the recommendation of the Company's Board of Directors (the "Board") with respect to all proposals submitted to shareholders at such Shareholder Meeting, in each case as the Board's recommendation is set forth in the definitive proxy statement, consent solicitation statement, or revocation solicitation statement filed by the Company in respect of such Shareholder Meeting, subject to certain exceptions relating to (a) recommendations made by Institutional Shareholder Services, Inc. or Glass Lewis & Co., LLC and (b) any tender offer, exchange offer, merger, consolidation, acquisition, business combination, sale of all or substantially all of the Company's assets, recapitalization, restructuring, or other similar corporate transaction involving the Company and a third party, in each case, that results in a change in control of the Company;(iii) Each party agrees not to disparage or sue the other party, subject to certain exceptions; and(iv) At the Issuer's reasonable request, the Act III Parties will make their personnel and management available to collaborate with and support the Company's management on key initiatives or organizational enhancements (including, without limitation, culinary, supply chain, marketing, design, technology and recruiting).Warrant AmendmentIn connection with entering into the Act III Cooperation Agreement, the Issuer entered into Amendment No. 2 dated as of December 30, 2024 (the "Warrant Amendment") to that certain Common Stock Purchase Warrant dated May 5, 2020 (the Warrant"). Under the Warrant Amendment, the Issuer agreed to extend the termination date of the Warrant by two years to May 4, 2027. The Warrant Amendment also makes a corresponding amendment to the term of the Warrant under the Registration Rights Agreement, dated May 5, 2020, originally between the Company and the SC 2018 Trust LLC. The Warrant is exercisable for up to 876,949 shares of the Issuer's Common Stock at an exercise price of $26.94 per share.The foregoing descriptions of the Act III Cooperation Agreement and the Warrant Amendment do not purport to be complete and are qualified in their entirety by reference to the agreements themselves, copies of which are attached hereto as Exhibits 99.5 and Exhibit 99.6, respectively, and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Joint Filing Agreement, dated November 30, 2020, among the Reporting Persons (previously filed).Exhibit 99.2 - Amended and Restated Investor Rights Agreement, dated November 24, 2020, by and among BJ's Restaurants, Inc., SC 2018 Trust LLC and BJ's Act III, LLC (previously filed).Exhibit 99.3 - Amendment No. 1, dated November 24, 2020, to Common Stock Purchase Warrant, dated May 5, 2020, issued by BJ's Restaurants, Inc. in favor of BJ's Act III, LLC (previously filed).Exhibit 99.4 - Termination Agreement, dated April 13, 2023, by and among the Issuer, SC 2018 Trust LLC and BJ's Act III, LLC (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2023).Exhibit 99.5 - Cooperation Agreement, dated December 30, 2024, among the Company, Act III Holdings, LLC, Act III Management, LLC, BJ's Act III, LLC, and SC 2018 Trust LLC.Exhibit 99.6 - Amendment No. 2, dated December 30, 2024, to Common Stock Purchase Warrant, dated May 5, 2020 (as amended), issued by the Company in favor of BJ's Act III, LLC. | ||
| 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.
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