BJs RESTAURANTS INC
4.69%
1,046,628
1013488
09180C106
Apr 27, 2025
Apr 29, 2025, 08:31 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Fund 1 Investments, LLC | Holding Company | 4.69% | 1,046,628 | 1,046,628 | 0 |
Disclosure Items (5)
Common Stock, no par value
BJs RESTAURANTS INC
7755 CENTER AVENUE, HUNTINGTON BEACH, CA, 92647
Item 3 is hereby amended and restated to read as follows: The Shares purchased by the Reporting Person were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,046,628 Shares beneficially owned by the Reporting Person is approximately $36,001,905 (excluding approximately $41,339,620 notional value of the Cash-Settled Swaps (as defined in Item 6 below)), including brokerage commissions.
Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Person is based on 22,316,165 Shares outstanding as of April 14, 2025, which is the total number of Shares outstanding as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2025. As of date hereof, the Reporting Person beneficially owned 1,046,628 Shares, constituting approximately 4.69% of the outstanding Shares.
Item 5(b) is hereby amended and restated to read as follows: The Reporting Person has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 1,046,628 Shares held by the Funds.
Item 5(c) is hereby amended and restated to read as follows: The transactions in the Shares by the Reporting Person since the filing of Amendment No. 8 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference.
Item 5(e) is hereby amended and restated to read as follows: As of April 28, 2025, the Reporting Person ceased to beneficially own more than 5% of the outstanding Shares.
Item 6 is hereby amended to add the following: The Reporting Person entered into cash-settled swaps (the "Cash-Settled Swaps") with an unaffiliated third-party financial institution referencing an aggregate of 1,234,768 Shares. The Cash-Settled Swaps can only be settled in cash and do not permit settlement in the form of Shares. The Cash-Settled Swaps do not give the Reporting Person, directly or indirectly, the power to vote or direct the voting or the power to dispose or direct the disposition of the Shares referenced by the Cash-Settled Swaps, nor do they require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. The Shares beneficially owned by the Reporting Person and the Cash-Settled Swaps, in the aggregate, represent combined economic exposure to approximately 10.2% of the Shares outstanding. Additionally, as previously disclosed, the Reporting Person entered into American-style over-the-counter call option contracts with an unaffiliated third-party financial institution that settle into cash referencing an aggregate of 1,950,960 Shares, with a strike price of $22.50 and expiring on a range of dates from October 30, 2025, to January 27, 2026 (the "Cash-Settled Options"). The Cash-Settled Options can only be settled in cash and do not permit settlement in the form of Shares. The Cash-Settled Options do not give the Reporting Person, directly or indirectly, the power to vote or direct the voting or the power to dispose or direct the disposition of the Shares referenced by the Cash-Settled Options, nor do they require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.
Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities