13D Filings
BJ's Restaurants, Inc.
BJRI
Amendment
Ownership

5.90%

Total Shares

1,402,229

Issuer CIK

1013488

CUSIP

09180C106

Event Date

Dec 29, 2024

Accepted

Jan 2, 2025, 07:37 PM

Reporting Persons (3)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Ronald M. Shaich
Individual
5.90%1,402,22901,402,229
BJ's Act III, LLC
Other
5.30%1,251,94901,251,949
Act III Holdings, LLC
Other
5.30%1,251,94901,251,949
Disclosure Items (4)

Security Title

Common Stock

Issuer Name

BJ's Restaurants, Inc.

Issuer Address

7755 CENTER AVENUE, HUNTINGTON BEACH, CA, 92647

Item 4 of the Schedule 13D is hereby amended to incorporate the information set forth in Item 6.

Item 6 of the Schedule 13D is hereby amended to add the following information: Act III Cooperation Agreement On 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 Amendment In 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.

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.

BJ's Restaurants, Inc. — Schedule 13D | 13D Filings