SEC Form SC 13D/A filed by BJ's Restaurants Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

BJ’s Restaurants, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

09180C106

(CUSIP Number)

Kenneth Mantel, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 4, 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 ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated 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 2,326,476 Shares beneficially owned by the Reporting Person is approximately $72,983,471 (excluding approximately $12,758,607 notional value of the Cash-Settled Swaps (as defined in Item 6 below)), including brokerage commissions.

Items 5(a)-(c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by the Reporting Person is based on 23,366,951 Shares outstanding as of February 26, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2024.

As of date hereof, the Reporting Person beneficially owned 2,326,476 Shares, constituting approximately 9.96% of the outstanding Shares.

(b)       The Reporting Person has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 2,326,476 Shares held by the Funds.

(c)       The transactions in the Shares by the Reporting Person since the filing of Amendment No. 2 to the Schedule 13D are set forth on Schedule A attached hereto and are incorporated herein by reference.

Item 6 is hereby amended to add the following:

In addition to the Shares referenced above, as of the date hereof, the Reporting Person has entered into cash-settled swaps (the “Cash-Settled Swaps”) with an unaffiliated third-party financial institution that references 352,000 Shares (representing economic exposure comparable to approximately 1.5% of the outstanding 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 does 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 does it require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 6, 2024

SCHEDULE A

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 2 to the Schedule 13D

FUND 1 INVESTMENTS, LLC