PW Partners Amends BJ's Restaurants Stake

TL;DR

PW Partners updated their 13D on BJRI - check the details.

AI Summary

PW Partners Atlas Fund IV LP, along with affiliated entities, has amended its Schedule 13D filing regarding BJ's Restaurants, Inc. The filing, dated March 28, 2024, indicates a change in beneficial ownership. Patrick Walsh is identified as a member of the group.

Why It Matters

This amendment signals a potential shift in the shareholder landscape of BJ's Restaurants, Inc., which could influence future strategic decisions or market perception.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or activist investor involvement, which can introduce volatility.

Key Players & Entities

• PW Partners Atlas Fund IV LP (company) — Filing entity
• BJ's Restaurants, Inc. (company) — Subject company
• Patrick Walsh (person) — Member of filing group
• PW PARTNERS ATLAS FUND LP (company) — Affiliated entity
• PW PARTNERS ATLAS FUNDS, L LC (company) — Affiliated entity
• PW PARTNERS CAPIT AL MANAGEMENT LLC (company) — Affiliated entity
• PW PARTNERS, LLC (company) — Affiliated entity

FAQ

Key Financial Figures

• $174,300 — l options for a total purchase price of $174,300 including fees and expenses, and Atlas
• $21,500 — l options for a total purchase price of $21,500 including fees and expenses. The source
• $175,000 — number of awarded RSUs will be equal to $175,000 divided by the closing price of the Com
• $75,000 — that such reimbursement will not exceed $75,000 in the aggregate. The foregoing descr

Filing Documents

• tm249967d1_sc13da.htm (SC 13D/A) — 88KB
• tm249967d1_ex99-4.htm (EX-99.4) — 95KB
• tm249967d1_ex99-5.htm (EX-99.5) — 9KB
• 0001104659-24-040497.txt ( ) — 194KB

of the Schedule 13D

Item 3 of the Schedule 13D filed on March 6, 2024 is hereby supplemented by adding the following paragraph to the end thereof: “From and including March 7, 2024, through and including March 27, 2024, Atlas Fund IV purchased an additional 35,000 Common Shares underlying call options for a total purchase price of $174,300 including fees and expenses, and Atlas Fund I purchased an additional 10,000 Common Shares underlying call options for a total purchase price of $21,500 including fees and expenses. The source of funds used by Atlas Fund IV to purchase the Common Shares is its working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The source of funds used by Atlas Fund I to purchase the Common Shares is its working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Unless noted above, no part of the purchase price for such Common Shares was borrowed by any Reporting Person for the purpose of acquiring, holding, trading or voting any securities discussed in this Item 3.” Item 4. Purpose of Transaction.

of the Schedule

Item 4 of the Schedule 13D is hereby amended and supplemented with the following information: “On March 26, 2024, PW Partners, LLC (with its affiliates, “ PW Partners ”) entered into a Cooperation Agreement (the “ Cooperation Agreement ”) with the Issuer. Effective upon execution of the Cooperation Agreement, Atlas Fund IV withdrew its Notice to submit the Nomination Proposal and the Bylaw Proposal at the 2024 Annual Meeting. Pursuant to the Cooperation Agreement, the Issuer engaged PW Partners to provide recommendations regarding cost structure and efficiencies to the Issuer and the Board. In consideration of the services provided by PW Partners, the Issuer granted Mr. Walsh, the Managing Member and Chief Executive Officer of PW Partners, an award in the form of restricted stock units (“ RSUs ”), which shall vest six months following the date of the Cooperation Agreement, or earlier subject to certain customary conditions. The total number of awarded RSUs will be equal to $175,000 divided by the closing price of the Common Shares on the execution date of the Cooperation Agreement. Unless otherwise mutually agreed to in writing by each party, the Cooperation Agreement will remain in effect until six months after the execution of the Cooperation Agreement (the “ Termination Date ”). The Cooperation Agreement further provides, among other things, that until the Termination Date: · PW Partners will be subject to customary standstill restrictions, including, among others, with respect to the acquisition of beneficial ownership of or otherwise having economic exposure up to a maximum ownership cap of nine and nine-tenths percent (9.9%) of the Common Shares in the aggregate, proxy solicitation and related matters, extraordinary transactions and other changes, each of the foregoing subject to certain exceptions; · PW Partners will vote all Common Shares beneficially owned by it in accordance with th

of the Schedule 13D filed on March

Item 5 of the Schedule 13D filed on March 6, 2024 is hereby amended and restated as set forth below: “(a), (b) The applicable Reporting Persons may be deemed to beneficially own an aggregate of 1,268,704 Common Shares, including 200 Common Shares held directly by Atlas Fund IV, and, as described in Item 6, call options which are exercisable for an aggregate of 358,164 Common Shares. These Common Shares (including the Common Shares underlying the above-mentioned call options) represent approximately 5.4% of the outstanding Common Shares. Atlas Fund IV has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 514,709 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 514,709 Common Shares. Atlas Fund I has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 122,500 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 122,500 Common Shares. Atlas Fund GP has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 637,209 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 637,209 Common Shares. PW Partners, LLC has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 530,000 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 530,000 Common Shares. PW Capital Management has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 1,167,209 Common Shares; has the

of the Schedule

Item 6 of the Schedule 13D is hereby amended and supplemented with the following information: “On March 26, 2024, PW Partners and the Issuer entered into the Cooperation Agreement, as defined and described in Item 4 above and attached as Exhibit 99.4 hereto.” Item 7. Material to be Filed as Exhibits. Exhibit 99.1 Joint Filing Agreement, dated March 6, 2024, among the Reporting Persons* Exhibit 99.2 Trading Data* Exhibit 99.3 Letter to the Chairman of the Board, dated February 20, 2024* Exhibit 99.4 Cooperation Agreement, dated March 26, 2024, by and between PW Partners and the Issuer Exhibit 99.5 Trading Data *Previously filed.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 28, 2024 PW PARTNERS ATLAS FUND IV LP By: PW Partners Atlas Funds, LLC, its general partner By: /s/ Patrick Walsh Name: Patrick Walsh Title: Managing Member and Chief Executive Officer Date: March 28, 2024 PW PARTNERS ATLAS FUND I LP By: PW Partners Atlas Funds, LLC, its general partner By: /s/ Patrick Walsh Name: Patrick Walsh Title: Managing Member and Chief Executive Officer Date: March 28, 2024 PW PARTNERS ATLAS FUNDS, LLC By: /s/ Patrick Walsh Name: Patrick Walsh Title: Managing Member and Chief Executive Officer Date: March 28, 2024 PW PARTNERS, LLC By: /s/ Patrick Walsh Name: Patrick Walsh Title: Managing Member and Chief Executive Officer Date: March 28, 2024 PW PARTNERS CAPITAL MANAGEMENT LLC By: /s/ Patrick Walsh Name: Patrick Walsh Title: Managing Member Date: March 28, 2024 PATRICK WALSH By: /s/ Patrick Walsh Patrick Walsh INDEX TO EXHIBITS Exhibit Description Exhibit 99.1 Joint Filing Agreement, dated March 6, 2024, among the Reporting Persons* Exhibit 99.2 Trading Data* Exhibit 99.3 Letter to the Chairman of the Board, dated February 20, 2024* Exhibit 99.4 Cooperation Agreement, dated March 26, 2024, by and between PW Partners and the Issuer Exhibit 99.5 Trading Data *Previously filed.

View Full Filing

View this SC 13D/A filing on SEC EDGAR