Fund 1 Investments Amends BJ's Restaurants Stake
Ticker: BJRI · Form: SC 13D/A · Filed: Feb 29, 2024 · CIK: 1013488
Sentiment: neutral
Topics: insider-filing, amendment, ownership-change
Related Tickers: BJRI
TL;DR
**Fund 1 Investments just updated their stake in BJ's Restaurants, watch for potential stock movement!**
AI Summary
Fund 1 Investments, LLC filed an Amendment No. 2 to Schedule 13D on February 27, 2024, regarding its ownership in BJ's Restaurants, Inc. (NASDAQ: BJRI). This amendment updates previous filings, indicating a continued or adjusted position by Fund 1 Investments, LLC in the restaurant chain. The filing was authorized by Christopher P. Davis of Kleinberg, Kaplan, Wolff & Cohen, P.C.
Why It Matters
This filing signals a change in the ownership stake of a significant investor in BJ's Restaurants, Inc., which could influence the company's stock performance and strategic direction.
Risk Assessment
Risk Level: medium — Changes in significant investor holdings can introduce volatility and uncertainty for a company's stock.
Key Players & Entities
- Fund 1 Investments, LLC (company) — Filing entity, investor in BJ's Restaurants, Inc.
- BJ's Restaurants, Inc. (company) — Subject company, issuer of common stock
- Christopher P. Davis (person) — Person authorized to receive notices and communications for Fund 1 Investments, LLC
- Kleinberg, Kaplan, Wolff & Cohen, P.C. (company) — Law firm representing Fund 1 Investments, LLC
- February 27, 2024 (date) — Date of event requiring the filing of Amendment No. 2
FAQ
What is the purpose of this SC 13D/A filing?
This filing is Amendment No. 2 to the Schedule 13D, indicating an update to previously reported beneficial ownership information by Fund 1 Investments, LLC regarding BJ's Restaurants, Inc.
Who filed this SC 13D/A?
Fund 1 Investments, LLC filed this SC 13D/A.
What is the subject company of this filing?
The subject company is BJ's Restaurants, Inc.
What is the CUSIP number for the class of securities involved?
The CUSIP number for the Common Stock, no par value, of BJ's Restaurants, Inc. is 09180C106.
When was the event date that triggered this amendment?
The date of the event requiring this amendment was February 27, 2024.
Filing Stats: 1,141 words · 5 min read · ~4 pages · Grade level 13.9 · Accepted 2024-02-29 18:40:19
Key Financial Figures
- $75,000 — that such reimbursement will not exceed $75,000 in the aggregate. The foregoing descri
Filing Documents
- bjsr13da2-02272024.htm (SC 13D/A) — 31KB
- 0001013594-24-000242.txt ( ) — 33KB
Purpose of Transaction
Item 4. Purpose of Transaction.
of the Schedule 13D is hereby amended to add the following
Item 4 of the Schedule 13D is hereby amended to add the following: On February 27, 2024, the Issuer and the Reporting Person entered into a cooperation agreement (the "Cooperation Agreement"). Pursuant to the Cooperation Agreement, the board of directors (the "Board") of the Issuer (i) increased the size of the Board to twelve (12) directors and appointed C. Bradford Richmond (the "New Director") to serve on the Board with a term expiring at the 2024 annual meeting of shareholders (the "2024 Annual Meeting"), and (ii) agreed to nominate, support and recommend the New Director for election at the 2024 Annual Meeting. The Cooperation Agreement further provides, among other things, that: the Board will form a Shareholder Value Initiatives Committee of the Board as promptly as practicable, which shall be responsible for reviewing opportunities to enhance shareholder value, and appoint the New Director to such committee, along with three additional members to be selected by the Board; until the Termination Date (as defined below) and as long as the Reporting Person's aggregate net long ownership remains at or above the lesser of (i) 1,161,849 Shares (subject to adjustment for stock splits, reclassifications, combinations and recapitalizations) and (ii) five (5%) of the Shares outstanding, in the event that the New Director ceases to be a director of the Issuer for any reason, the Issuer and the Reporting Person will cooperate in good faith to select, and the Issuer will appoint, as promptly as practicable, a Qualified Candidate (as defined in the Cooperation Agreement) mutually agreeable to the Issuer and the Reporting Person, to serve as a director of the Issuer for the remainder of the New Director's term; the Reporting Person will be subject to customary standstill restrictions, including, among others, with respect to the acquisition of beneficial
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
of the Schedule
Item 6 of the Schedule 13D is hereby amended to add the following : On February 27, 2024, the Reporting Person and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Material to be Filed as Exhibits
Item 7. Material to be Filed as Exhibits.
is hereby amended to add the following exhibit
Item 7 is hereby amended to add the following exhibit: 99.1 Cooperation Agreement, dated February 27, 2024 (incorporated by reference to Ex. 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 28, 2024). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. Dated: February 29 , 2024 FUND 1 INVESTMENT, LLC By: /s/ Benjamin C. Cable Benjamin C. Cable Chief Operating Officer