UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BJ’s Restaurants, Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
09180C106
(CUSIP Number)
Patrick Walsh
PW Partners Atlas Fund IV LP
c/o PW Partners Capital Management LLC
4300 S US-1
Jupiter, Florida 33477
(212) 504-6000
with a copy to:
Stephen Fraidin
Gregory P. Patti
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(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 Rule §240.13d-7 for other parties to whom
copies are to be sent.
| * | 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).
| |
| |
| |
1. |
Names of Reporting Persons
PW Partners Atlas Fund IV LP |
| |
|
|
| |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
o |
| |
|
(b) |
x |
| |
|
|
| |
3. |
SEC Use Only |
| |
|
|
| |
4. |
Source of Funds (See Instructions)
WC |
| |
|
|
| |
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
|
|
| |
6. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
479,709* |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
479,709 * |
| |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
479,709* |
| |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13. |
Percent of Class Represented by Amount in Row (11)
2.1%** |
| |
14. |
Type of Reporting Person (See Instructions)
PN |
| |
|
|
|
|
|
* Atlas Fund IV (as defined below) beneficially
owns an aggregate of 514,709 Common Shares, including (i) the 200 Common Shares held in record name, (ii) 444,509 Common Shares held beneficially
and (iii) as described in Item 6, 35,000 Common Shares underlying call options.
** All percentage calculations set forth herein
are based upon the aggregate of 23,366,951 Common Shares outstanding as of February 26, 2024, as reported in the Issuer’s Annual
Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2024.
| |
| |
| |
1. |
Names of Reporting Persons
PW Partners Atlas Fund LP |
| |
|
|
| |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
o |
| |
|
(b) |
x |
| |
|
|
| |
3. |
SEC Use Only |
| |
|
|
| |
4. |
Source of Funds (See Instructions)
WC |
| |
|
|
| |
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
|
|
| |
6. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
112,500* |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
112,500* |
| |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
112,500* |
| |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13. |
Percent of Class Represented by Amount in Row (11)
0.5%** |
| |
14. |
Type of Reporting Person (See Instructions)
PN |
| |
|
|
|
|
|
* Atlas Fund I (as defined below) beneficially
owns an aggregate of 112,500 Common Shares, including (i) the 85,000 Common Shares held beneficially and (ii) as described in Item 6,
27,500 Common Shares underlying call options.
** All percentage calculations set forth herein
are based upon the aggregate of 23,366,951 Common Shares outstanding as of February 26, 2024, as reported in the Issuer’s Annual
Report on Form 10-K filed with the SEC on February 27, 2024.
| |
| |
| |
1. |
Names of Reporting Persons
PW Partners Atlas Funds, LLC |
| |
|
|
| |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
o |
| |
|
(b) |
x |
| |
|
|
| |
3. |
SEC Use Only |
| |
|
|
| |
4. |
Source of Funds (See Instructions)
AF |
| |
|
|
| |
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
|
|
| |
6. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
592,209* |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
592,209* |
| |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
592,209* |
| |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13. |
Percent of Class Represented by Amount in Row (11)
2.5%** |
| |
14. |
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
* By virtue of being the general partner of each
of Atlas Fund IV (as defined below) and Atlas Fund I (as defined below), Atlas Fund GP (as defined below) is deemed to beneficially own
the Common Shares owned directly by Atlas Fund IV and Atlas Fund I.
** All percentage calculations set forth herein
are based upon the aggregate of 23,366,951 Common Shares outstanding as of February 26, 2024, as reported in the Issuer’s Annual
Report on Form 10-K filed with the SEC on February 27, 2024.
| |
| |
| |
1. |
Names of Reporting Persons
PW Partners, LLC |
| |
|
|
| |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
o |
| |
|
(b) |
x |
| |
|
|
| |
3. |
SEC Use Only |
| |
|
|
| |
4. |
Source of Funds (See Instructions)
OO |
| |
|
|
| |
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
|
|
| |
6. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
530,000* |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
530,000* |
| |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
530,000* |
| |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13. |
Percent of Class Represented by Amount in Row (11)
2.3%** |
| |
14. |
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
* PW Partners, LLC beneficially owns an aggregate
of 530,000 Common Shares, including (i) the 330,000 Common Shares held beneficially and (ii) as described in Item 6, 200,000 Common Shares
underlying call options.
** All percentage calculations set forth herein
are based upon the aggregate of 23,366,951 Common Shares outstanding as of February 26, 2024, as reported in the Issuer’s Annual
Report on Form 10-K filed with the SEC on February 27, 2024.
| |
| |
| |
1. |
Names of Reporting Persons
PW Partners Capital Management LLC |
| |
|
|
| |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
o |
| |
|
(b) |
x |
| |
|
|
| |
3. |
SEC Use Only |
| |
|
|
| |
4. |
Source of Funds (See Instructions)
AF |
| |
|
|
| |
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
|
|
| |
6. |
Citizenship or Place of Organization
Delaware |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
| 8. |
Shared Voting Power
1,122,209* |
| 9. |
Sole Dispositive Power
0 |
| 10. |
Shared Dispositive Power
1,122,209* |
| |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,122,209* |
| |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13. |
Percent of Class Represented by Amount in Row (11)
4.8%** |
| |
14. |
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
|
* By virtue of being the investment manager of
each of Atlas Fund IV (as defined below), Atlas Fund I (as defined below) and PW Partners, LLC, PW Capital Management (as defined below)
may be deemed to beneficially own the Common Shares owned directly by Atlas Fund IV, Atlas Fund I and PW Partners, LLC.
** All percentage calculations set forth herein
are based upon the aggregate of 23,366,951 Common Shares outstanding as of February 26, 2024, as reported in the Issuer’s Annual
Report on Form 10-K filed with the SEC on February 27, 2024.
| |
| |
| |
1. |
Names of Reporting Persons
Patrick Walsh |
| |
|
|
| |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
| |
|
(a) |
o |
| |
|
(b) |
x |
| |
|
|
| |
3. |
SEC Use Only |
| |
|
|
| |
4. |
Source of Funds (See Instructions)
PF, AF, OO |
| |
|
|
| |
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
| |
|
|
| |
6. |
Citizenship or Place of Organization
United States of America |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
101,495** |
| 8. |
Shared Voting Power
1,122,209* |
| 9. |
Sole Dispositive Power
101,495** |
| 10. |
Shared Dispositive Power
1,122,209* |
| |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,223,704** |
| |
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
| |
13. |
Percent of Class Represented by Amount in Row (11)
5.2%*** |
| |
14. |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
|
* By virtue of being the Managing Member and Chief
Executive Officer of each of Atlas Fund GP (as defined below) and PW Partners, LLC, and the Managing Member of PW Capital Management (as
defined below), Mr. Walsh may be deemed to beneficially own the Common Shares owned directly by Atlas Fund IV, Atlas Fund I and PW Partners,
LLC.
** In addition to his beneficial ownership of
the Common Shares held by Atlas Fund IV, Atlas Fund I and PW Partners, LLC, Mr. Walsh beneficially owns 101,495 Common Shares (including
65,664 Common Shares underlying call options owned by Mr. Walsh and 14,261 Common Shares in respect of RSUs granted to Mr. Walsh in connection
with his prior service to the Board of the Issuer, all of which have vested).
*** All percentage calculations set forth herein
are based upon the aggregate of 23,366,951 Common Shares outstanding as of February 26, 2024, as reported in the Issuer’s Annual
Report on Form 10-K filed with the SEC on February 27, 2024.
| Item 1. |
Security and Issuer. |
| |
|
This joint statement on Schedule
13D (this “Schedule 13D”) is filed with respect to the common shares, no par value per share (the “Common
Shares”), of BJ’s Restaurants, Inc., a California corporation (the “Issuer”) having its principal executive
offices at 7755 Center Avenue, Suite 300, Huntington Beach, California 92647.
| Item 2. |
Identity and Background. |
(a), (f) This Schedule 13D is
being filed by PW Partners Atlas Fund IV LP, a limited partnership organized under the laws of Delaware (“Atlas Fund IV”),
PW Partners Atlas Fund LP, a limited partnership organized under the laws of Delaware (“Atlas Fund I”), PW Partners
Atlas Funds, LLC, a limited liability company organized under the laws of Delaware (“Atlas Fund GP”), PW Partners,
LLC, a limited liability company organized under the laws of Delaware, PW Partners Capital Management LLC, a limited liability company
organized under the laws of Delaware (“PW Capital Management”), and Patrick Walsh, a citizen of the United States of
America (“Mr. Walsh”) (each of the foregoing, a “Reporting Person” and, collectively, the “Reporting
Persons”).
Atlas Fund GP is the general
partner of each of Atlas Fund IV and Atlas Fund I. By virtue of this relationship, Atlas Fund GP may be deemed to beneficially own the
Common Shares owned directly by Atlas Fund IV and Atlas Fund I.
PW Capital Management acts as
the investment manager with respect to each of Atlas Fund IV, Atlas Fund I and PW Partners, LLC. Mr. Walsh is the Managing Member and
Chief Executive Officer of each of Atlas Fund GP and PW Partners, LLC, and is the Managing Member of PW Capital Management. By virtue
of these relationships, each of PW Capital Management and Mr. Walsh may be deemed to beneficially own the Shares owned directly by Atlas
Fund IV, Atlas Fund I and PW Partners, LLC
(b) The address of the principal
office of each of Atlas Fund IV, Atlas Fund I, Atlas Fund GP, PW Partners, LLC and PW Capital Management is c/o PW Partners Capital Management
LLC, 4300 S US-1, Jupiter, Florida 33477. The business address of Mr. Walsh is c/o PW Partners Capital Management LLC, 4300 S US-1, Jupiter,
Florida 33477.
(c) The principal business of
each of Atlas Fund IV, Atlas Fund I and PW Partners, LLC is investing in securities. The principal business of Atlas Fund GP is serving
as the general partner of each of Atlas Fund IV and Atlas Fund I. The principal business of PW Capital Management is serving as the investment
manager with respect to each of Atlas Fund IV, Atlas Fund I and PW Partners, LLC. The principal occupation of Mr. Walsh is serving as
the Managing Member and Chief Executive Officer of each of Atlas Fund GP and PW Partners, LLC, and as the Managing Member of PW Capital
Management.
(d) During the last five years,
none of the Reporting Persons nor any person controlling any Reporting Person, nor to their knowledge, any of their respective directors
and executive officers, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons
nor any person controlling any Reporting Person, nor to their knowledge, any of their respective directors and executive officers, is
or during the last five years has been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. |
Source and Amount of Funds or Other Consideration. |
All of the 1,223,704 Common
Shares reported herein were purchased by the applicable Reporting Persons for a total purchase price of $29,559,917 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). The source of funds used by PW Partners, LLC to purchase the Common Shares is its investment proceeds (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 Mr. Walsh to
purchase the Common Shares is his personal funds (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. |
The response to Item 3 of this
Schedule 13D is incorporated herein by reference.
The Reporting Persons acquired
the Common Shares over which they exercise beneficial ownership in the belief that the Common Shares are undervalued and are an attractive
investment. The Reporting Persons from time to time expect to enter into discussions with directors and officers of the Issuer, other
shareholders of the Issuer or third parties in connection with the Reporting Persons’ investment in the Issuer. Such discussions
may include, without limitation, one or more of members of management, members of the board (individually or acting as a whole), other
shareholders of the Issuer and other persons to discuss the governance, board composition, management, operations, business, assets, capitalization,
financial condition, strategic plans and future of the Issuer, as well as other matters related to the Issuer. These discussions may review
options for enhancing shareholder value through, among other things, various strategic alternatives, including without limitation asset
dispositions, or operational or management initiatives. The Reporting Persons may also seek to explore increasing their ownership position
in the Issuer, including, without limitation, through open market purchases or an acquisition of Common Shares from other shareholders.
On February 20, 2024, Mr. Walsh
sent a letter to the Chairman of the Board of the Issuer, which among other things, recommends that the Board take the following actions:
| · | “Reduce the current cost structure by $50 million by the end of the second quarter of 2024 with
a focus on G&A, Labor and Purchasing. PW Partners is ready, willing and able to lead in the execution of this cost savings plan; |
| · | Execute a $100 million stock buyback. Given the stock price, the quantum of share repurchases in the fourth
quarter of 2023 was disappointing. The Company should be aggressively buying back its stock at these prices. [The Issuer] has the opportunity
to purchase [its] assets at a material discount to their replacement value. PW Partners believes replacement cost for the [Issuer’s]
assets materially exceed the current share price. PW Partners calculates the replacement cost of the [Issuer’s] assets at approximately
$55 per share; |
| · | Reduce the Board size to seven members, all of whom are focused on shareholder value. The current Board
size is excessive and has not translated into shareholder value; |
| · | Appoint our representatives to the Board. [The Issuer’s] shareholders deserve a Board that will
act vigorously to maximize shareholder value. We believe our initiatives must be implemented immediately at this critical time in the
[Issuer’s] history.” |
A copy of such letter is furnished
herewith as Exhibit 99.3.
On February 28, 2024, Atlas
Fund IV, in accordance with the Amended and Restated Bylaws of the Issuer, adopted August 14, 2020 (the “Bylaws”),
delivered to the Issuer formal notice (the “Notice”) of its decision to propose the nomination of, and to nominate
(the “Nomination Proposal”), Jeffery Crivello and Patrick Walsh (each, a “Nominee” and collectively,
the “Nominees”) for election to the Issuer’s board of directors (the “Board”) at the Issuer’s
first annual meeting of shareholders of the Issuer to occur after February 28, 2024 (including any adjournments or postponements of such
annual meeting or any special meeting that may be called in lieu of such annual meeting, the “2024 Annual Meeting”).
Since 2001, Mr. Crivello has
served as President of TREW Capital Management, Inc., a consulting and investment firm where he had primary responsibility for operations.
Between October 2017 and February 2023, Mr. Crivello as the Chief Executive Officer and as a director of BBQ Holdings, Inc. (Nasdaq: BBQ)
(“BBQ”), an international owner, operator and franchisor of restaurants, and between November 2017 and February 2023,
as the Chief Executive Officer of Famous Dave’s of America, Inc., a subsidiary of BBQ. From November 2017 to February 2023, Mr.
Crivello served as the Chief Executive Officer of Famous Dave’s of America, Inc. (Nasdaq: DAVE), a restaurant chain. Between April
2020 and October 2020, Mr. Crivello served on the board of directors of Town Sports International Holdings, Inc. (Nasdaq: CLUBQ) (“Town
Sports”), a diversified holding company engaged in various business and investment activities, including one of the largest
owners and operators of fitness clubs in the Northeast region of the United States. From February 2015 to January 2020, Mr. Crivello served
as the Chief Financial Officer of PW Partners Capital Management, LLC, a hedge fund manager with a consumer focus, where he had primary
responsibility for operations and accounting. As a seasoned operator and leader, Mr. Crivello specializes in understanding and implementing
complex operational improvement plans, and optimizing capital allocation strategies in the context of a company's growth initiatives.
Patrick Walsh has been the Chief
Executive Officer, Managing Member and Founder of PW Partners, LLC since August 2012. PW Partners, LLC is an investment management firm
focused on long-term value creation for small and mid-cap companies. Mr. Walsh’s objective is to maximize the potential value of
its portfolio companies by positively influencing corporate policies through operations, strategy and capital allocation. Mr. Walsh has
a strong history of creating value through enhanced strategic decision making, operational excellence, capital allocation, board involvement
and deep sector expertise. Mr. Walsh served on the Board of the Issuer from June 2014 until February 2022. Mr. Walsh served on the board
of directors of Town Sports from April 2015 to September 2020. Before that, Mr. Walsh served on the board of directors of Del Taco Restaurants,
Inc. (Nasdaq: TACO) from June 2015 until September 2019. In 2018, Ernst & Young Global Limited awarded Mr. Walsh with an Entrepreneur
of the Year award. In 2015, Mr. Walsh was named one of the 50 most powerful people in the food service industry by Nation’s Restaurant
News. Mr. Walsh is an expert activist investor in the restaurant space. To date, Mr. Walsh has been recognized for his success on seven
activist campaigns in the restaurant sector. Mr. Walsh has been a shareholder of the Issuer for the past ten years and has developed institutional
knowledge and long-term relationships with members of the Board and management. Through Mr. Walsh’s years of investment and leading
companies as a chief executive officer, board chairman, and lead director, he has developed strong operational experience and strategic
skills that provide valuable industry knowledge and leadership to his portfolio investments.
Atlas Fund IV also notified
the Issuer, pursuant to the Notice, of its decision to propose and to bring before the 2024 Annual Meeting an additional shareholder proposal
to repeal each provision of, or amendment to, the Bylaws adopted by the Board without the approval of the shareholders of the Issuer subsequent
to August 14, 2020, which is the date of the most recent publicly available amendment to the Bylaws (the “Bylaw Proposal”
and, together with the Nomination Proposal, the “Proposals” and each, individually, a “Proposal”).
The Reporting Persons reserve
the right to give notice of additional nominations or business to be made or conducted at the 2024 Annual Meeting in addition to the Proposals,
and to make or conduct such additional nominations or business at the 2024 Annual Meeting, in each case to the extent permitted by applicable
law and the Bylaws and the Issuer’s other governing documents. In addition to the foregoing, the Reporting Persons reserve the right
to further nominate, substitute or add additional persons as nominees for election to the Board, including in the event that (a) the Issuer
purports to increase the number of directorships, (b) the Issuer makes or announces any changes to the Bylaws or takes or announces any
other action that purports to have, or if consummated would purport to have, the effect of disqualifying any Nominee or any additional
or substitute nominee nominated pursuant to the foregoing and/or (c) any Nominee is unable or hereafter becomes unwilling for any reason
to serve as a director. The Reporting Persons further reserve the right to withdraw any Nominee and/or any Proposal. The Reporting Persons
currently expect to solicit proxies in favor of the Proposals.
The Reporting Persons intend
to review their respective investments in the Issuer on a continuing basis and may from time to time and at any time in the future depending
on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position
and strategic direction, actions taken by the Board, price levels of the Common Shares, other investment opportunities available to the
Reporting Persons, concentrations in the portfolios managed by the Reporting Persons, conditions in the securities, shipping and other
markets and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate,
including, without limitation: (i) acquiring additional Common Shares and/or other equity, debt, notes, other securities, or derivative
or other instruments that are based upon or relate to the value of the Common Shares or otherwise relate to the Issuer (collectively,
“Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market
or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering,
or changing their intention with respect to, one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule
13D.
| Item 5. |
Interest in Securities of the Issuer. |
(a), (b) The applicable
Reporting Persons may be deemed to beneficially own an aggregate of 1,223,704 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 313,164 Common Shares. These Common
Shares (including the Common Shares underlying the above-mentioned call options) represent approximately 5.2% 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 479,709 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 479,709
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 112,500 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 112,500
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 592,209 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 592,209
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 1,122,209 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 1,122,209 Common Shares.
Patrick Walsh has the sole power
to vote or direct the vote of 101,495 Common Shares; has the shared power to vote or direct the vote of 1,122,209 Common Shares; has the
sole power to dispose or direct the disposition of 101,495 Common Shares; and has the shared power to dispose or direct the disposition
of 1,122,209 Common Shares.
(c) All transactions in the
Common Shares and call options effected during the past sixty days by the Reporting Persons are set forth on Exhibit 99.2 hereto
and that information is incorporated by reference herein.
(d) The Reporting Persons have
the right to receive dividends from, and the proceeds from the sale of, the Common Shares covered by this Schedule 13D and held for their
account. Except as disclosed in this Item 5, no other person is known to the Reporting Persons to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares covered by this Schedule 13D.
(e) Not applicable.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The responses to Item 3 and
Item 4 of this Schedule 13D are incorporated herein by reference.
As of the date hereof, Atlas
Fund IV beneficially owns 35,000 Common Shares underlying call options, having strike prices at or near the trading price on the trade
date, which may be exercised by the holders thereof at any time prior to the expiration dates of such call options.
As of the date hereof, Atlas
Fund I beneficially owns 27,500 Common Shares underlying call options, having strike prices at or near the trading price on the trade
date, which may be exercised by the holders thereof at any time prior to the expiration dates of such call options.
As of the date hereof, PW Partners,
LLC beneficially owns 200,000 Common Shares underlying call options, having strike prices at or near the trading price on the trade date,
which may be exercised by the holders thereof at any time prior to the expiration dates of such call options.
As of the date hereof, Patrick
Walsh beneficially owns 60,664 Common Shares underlying call options, having strike prices at or near the trading price on the trade date,
which may be exercised by the holders thereof at any time prior to the expiration dates of such call options.
On March 6, 2024, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Except as disclosed in this
Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons (or
to the knowledge of the Reporting Persons, any other person referred to in Item 2) and between the Reporting Persons (or to the knowledge
of the Reporting Persons, any other person referred to in Item 2) and any other person with respect to any securities of the Issuer.
| Item 7. |
Material to be Filed as Exhibits. |
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 6, 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 6, 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 6, 2024 |
PW PARTNERS ATLAS FUNDS, LLC |
| |
By: |
/s/ Patrick Walsh |
| |
|
Name: Patrick Walsh |
| |
|
Title: Managing Member and Chief Executive Officer |
| |
|
| Date: March 6, 2024 |
PW PARTNERS, LLC |
| |
By: |
/s/ Patrick Walsh |
| |
|
Name: Patrick Walsh |
| |
|
Title: Managing Member and Chief Executive Officer |
| Date: March 6, 2024 |
PW PARTNERS CAPITAL MANAGEMENT LLC |
| |
By: |
/s/ Patrick Walsh |
| |
|
Name: Patrick Walsh |
| |
|
Title: Managing Member |
| Date: March 6, 2024 |
PATRICK WALSH |
| |
By: |
/s/ Patrick Walsh |
| |
|
Patrick Walsh |
| |
|
|
Exhibit 99.1
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The
undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting
each of the undersigned’s ownership of securities of BJ’s Restaurants, Inc., and hereby affirm that such Schedule 13D is being
filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy
of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| |
|
| Date: March 6, 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 6, 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 6, 2024 |
PW PARTNERS ATLAS FUNDS, LLC |
| |
By: |
/s/ Patrick Walsh |
| |
|
Name: Patrick Walsh |
| |
|
Title: Managing Member and Chief Executive Officer |
| |
|
| Date: March 6, 2024 |
PW PARTNERS, LLC |
| |
By: |
/s/ Patrick Walsh |
| |
|
Name: Patrick Walsh |
| |
|
Title: Managing Member and Chief Executive Officer |
| Date: March 6, 2024 |
PW PARTNERS CAPITAL MANAGEMENT LLC |
| |
By: |
/s/ Patrick Walsh |
| |
|
Name: Patrick Walsh |
| |
|
Title: Managing Member |
| Date: March 6, 2024 |
PATRICK WALSH |
| |
By: |
/s/ Patrick Walsh |
| |
|
Patrick Walsh |
| |
|
|
Exhibit 99.2
TRADING DATA
The
following table sets forth all transactions with respect to Common Shares effected in the last sixty days by the Reporting Persons on
behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof. Except
as otherwise indicated, all such transactions were purchases or sales of Common Shares effected in the open market, and the table includes
commissions paid in per Common Share prices.
PW Partners Atlas Fund I LP
| Reporting Person Effecting Transaction |
Trade Date |
Buy/Sell |
No. of Shares /
Quantity |
Unit Cost /
Proceeds1 |
Security |
| PW Partners Atlas Fund I LP |
1/9/24 |
Buy |
8 |
$32.50 |
Common Shares |
| PW Partners Atlas Fund I LP |
1/9/24 |
Buy |
23,500 |
$27.50 |
Common Shares |
| PW Partners Atlas Fund I LP |
1/23/24 |
Sell |
3,000 |
$35.14 |
Common Shares |
| PW Partners Atlas Fund I LP |
1/25/24 |
Sell |
1,122 |
$35.07 |
Common Shares |
| PW Partners Atlas Fund I LP |
1/29/24 |
Sell |
3,250 |
$34.55 |
Common Shares |
PW Partners Atlas Fund I LP
| Reporting Person Effecting Transaction |
Trade Date |
Buy/Sell |
Contract Quantity2 |
Unit Cost /
Proceeds |
Security |
| PW Partners Atlas Fund I LP |
1/08/24 |
Buy |
75 |
$6.43 |
Call Options |
| PW Partners Atlas Fund I LP |
1/10/24 |
Sell |
-50 |
$5.40 |
Call Options |
| PW Partners Atlas Fund I LP |
1/18/24 |
Buy |
200 |
$1.21 |
Call Options |
| PW Partners Atlas Fund I LP |
1/19/24 |
Sell |
-40 |
$5.55 |
Call Options |
1
Rounded to the nearest cent.
2
Each contract is worth 100 shares (i.e., call right for 350 equals a call right to buy 35,000
Common Shares).
PW Partners Atlas Fund IV LP
| Reporting Person Effecting Transaction |
Trade Date |
Buy/Sell |
No. Of Shares /
Quantity |
Unit Cost /
Proceeds3 |
Security |
| PW Partners Atlas Fund IV LP |
1/11/24 |
Buy |
4,000 |
$31.94 |
Common Shares |
| PW Partners Atlas Fund IV LP |
1/12/24 |
Buy |
1,000 |
$31.81 |
Common Shares |
| PW Partners Atlas Fund IV LP |
1/18/24 |
Buy |
5,000 |
$31.26 |
Common Shares |
| PW Partners Atlas Fund IV LP |
1/19/24 |
Buy |
3,406 |
$31.88 |
Common Shares |
| PW Partners Atlas Fund IV LP |
1/22/24 |
Buy |
12,000 |
$34.55 |
Common Shares |
| PW Partners Atlas Fund IV LP |
1/29/24 |
Buy |
1,954 |
$34.30 |
Common Shares |
| PW Partners Atlas Fund IV LP |
1/29/24 |
Sell |
-200 |
$0 |
Common Shares |
| PW Partners Atlas Fund IV LP |
1/29/24 |
Buy |
200 |
$0 |
Common Shares |
| PW Partners Atlas Fund IV LP |
1/30/24 |
Sell |
-200 |
$0 |
Common Shares |
| PW Partners Atlas Fund IV LP |
1/30/24 |
Buy |
200 |
$0 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/5/24 |
Buy |
4,000 |
$34.77 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/6/24 |
Buy |
36,626 |
$35.35 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/7/24 |
Buy |
40,000 |
$35.42 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/9/24 |
Buy |
2,000 |
$35.79 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/13/24 |
Buy |
15,000 |
$34.99 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/13/24 |
Sell |
-200 |
$0 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/13/24 |
Buy |
200 |
$0 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/14/24 |
Buy |
14,000 |
$34.74 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/22/24 |
Sell |
-200 |
$0 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/22/24 |
Buy |
200 |
$0 |
Common Shares |
| PW Partners Atlas Fund IV LP |
2/22/24 |
Sell |
-200 |
$0 |
Common Shares |
3
Rounded to the nearest cent.
PW Partners Atlas Fund IV LP
| Reporting Person Effecting Transaction |
Trade Date |
Buy/Sell |
Contract Quantity4 |
Unit Cost /
Proceeds5 |
Security |
| PW Partners Atlas Fund IV LP |
1/16/24 |
Sell |
100 |
$1.60 |
Put Right |
| PW Partners Atlas Fund IV LP |
1/19/24 |
Buy |
350 |
$6.43 |
Call Right |
| PW Partners Atlas Fund IV LP |
1/22/24 |
Sell |
133 |
$1.94 |
Put Right |
| PW Partners Atlas Fund IV LP |
1/23/24 |
Sell |
200 |
$2.18 |
Put Right |
| PW Partners Atlas Fund IV LP |
1/24/24 |
Sell |
200 |
$1.19 |
Put Right |
| PW Partners Atlas Fund IV LP |
1/29/24 |
Sell |
100 |
$1.63 |
Put Right |
| PW Partners Atlas Fund IV LP |
1/29/24 |
Sell |
198 |
$2.02 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/9/24 |
Sell |
100 |
$1.45 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/9/24 |
Sell |
100 |
$2.85 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/15/24 |
Buy |
300 |
$0.38 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/15/24 |
Buy |
333 |
$1.00 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/20/24 |
Sell |
100 |
$2.20 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/20/24 |
Sell |
100 |
$3.70 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/20/24 |
Sell |
100 |
$2.50 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/20/24 |
Sell |
100 |
$1.84 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/21/24 |
Sell |
200 |
$1.58 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/22/24 |
Sell |
200 |
$2.50 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/22/24 |
Sell |
100 |
$1.75 |
Put Right |
| PW Partners Atlas Fund IV LP |
2/23/24 |
Sell |
100 |
$1.63 |
Put Right |
4
Each contract is worth 100 shares (i.e., call right for 350 equals a call right to buy 35,000
Common Shares).
5
Rounded to the nearest cent.
PW Partners, LLC
| Reporting Person Effecting Transaction |
Trade Date |
Buy/Sell |
No. Of Shares /
Quantity6 |
Unit Cost /
Proceeds7 |
Security |
| PW Partners, LLC |
1/9/2024 |
Buy |
375 |
$2.40 |
Call Options |
| PW Partners, LLC |
1/16/2024 |
Buy |
375 |
$1.70 |
Call Options |
| PW Partners, LLC |
1/18/2024 |
Buy |
16,000 |
$30.69 |
Common Shares |
| PW Partners, LLC |
1/19/2024 |
Buy |
103 |
$32.15 |
Common Shares |
| PW Partners, LLC |
1/19/2024 |
Buy |
7,780 |
$33.53 |
Common Shares |
| PW Partners, LLC |
1/19/2024 |
Buy |
5,000 |
$32.95 |
Common Shares |
| PW Partners, LLC |
1/23/2024 |
Buy |
957 |
$34.65 |
Common Shares |
| PW Partners, LLC |
1/26/2024 |
Buy |
10,000 |
$34.51 |
Common Shares |
| PW Partners, LLC |
1/29/2024 |
Buy |
250 |
$1.65 |
Call Options |
| PW Partners, LLC |
1/30/2024 |
Buy |
250 |
$1.55 |
Call Options |
| PW Partners, LLC |
2/2/2024 |
Buy |
5,000 |
$35.40 |
Common Shares |
| PW Partners, LLC |
2/2/2024 |
Buy |
11,160 |
$35.84 |
Common Shares |
| PW Partners, LLC |
2/5/2024 |
Buy |
10,000 |
$34.88 |
Common Shares |
| PW Partners, LLC |
2/6/2024 |
Buy |
10,000 |
$35.40 |
Common Shares |
| PW Partners, LLC |
2/7/2024 |
Buy |
10,000 |
$35.42 |
Common Shares |
| PW Partners, LLC |
2/20/2024 |
Buy |
5,000 |
$34.74 |
Common Shares |
| PW Partners, LLC |
3/4/2024 |
Buy |
50,000 |
$36.48 |
Common Shares |
6
For call options, each contract is worth 100 shares (i.e., call option for 250 equals a right
to buy 25,000 Common Shares).
7
Rounded to the nearest cent.
Patrick Walsh
| Reporting Person Effecting Transaction |
Trade Date |
Buy/Sell |
No. Of Shares /
Quantity8 |
Unit Cost /
Proceeds9 |
Security |
| Patrick Walsh |
1/5/2024 |
Buy |
100 |
$32.48 |
Common Shares |
| Patrick Walsh |
1/5/2024 |
Buy |
100 |
$32.47 |
Common Shares |
| Patrick Walsh |
1/5/2024 |
Buy |
100 |
$32.46 |
Common Shares |
| Patrick Walsh |
1/5/2024 |
Buy |
500 |
$32.71 |
Common Shares |
| Patrick Walsh |
1/8/2024 |
Buy |
190 |
$33.03 |
Common Shares |
| Patrick Walsh |
1/9/2024 |
Buy |
100 |
$32.57 |
Common Shares |
| Patrick Walsh |
1/9/2024 |
Buy |
100 |
$32.61 |
Common Shares |
| Patrick Walsh |
1/12/2024 |
Buy |
100 |
$32.67 |
Common Shares |
| Patrick Walsh |
1/12/2024 |
Buy |
100 |
$32.68 |
Common Shares |
| Patrick Walsh |
1/12/2024 |
Buy |
100 |
$32.68 |
Common Shares |
| Patrick Walsh |
1/16/2024 |
Buy |
46 |
$31.29 |
Common Shares |
| Patrick Walsh |
1/16/2024 |
Buy |
100 |
$31.28 |
Common Shares |
| Patrick Walsh |
1/16/2024 |
Buy |
4 |
$31.29 |
Common Shares |
| Patrick Walsh |
1/16/2024 |
Buy |
300 |
$31.41 |
Common Shares |
| Patrick Walsh |
1/16/2024 |
Buy |
250 |
$31.46 |
Common Shares |
| Patrick Walsh |
1/16/2024 |
Buy |
950 |
$31.46 |
Common Shares |
| Patrick Walsh |
1/17/2024 |
Buy |
50 |
$30.50 |
Common Shares |
| Patrick Walsh |
1/17/2024 |
Buy |
200 |
$30.50 |
Common Shares |
| Patrick Walsh |
1/17/2024 |
Buy |
100 |
$30.54 |
Common Shares |
| Patrick Walsh |
1/17/2024 |
Buy |
100 |
$30.91 |
Common Shares |
| Patrick Walsh |
1/17/2024 |
Buy |
100 |
$30.91 |
Common Shares |
| Patrick Walsh |
1/17/2024 |
Buy |
100 |
$30.91 |
Common Shares |
| Patrick Walsh |
1/17/2024 |
Buy |
100 |
$30.91 |
Common Shares |
| Patrick Walsh |
1/18/2024 |
Buy |
4 |
$1.15 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
35 |
$1.15 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
40 |
$1.12 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
50 |
$1.15 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
1 |
$1.15 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
1 |
$1.25 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
1 |
$1.25 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
29 |
$1.25 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
5 |
$1.20 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
20 |
$1.20 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
30 |
$1.20 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
40 |
$2.00 |
Call Options |
| Patrick Walsh |
1/18/2024 |
Buy |
300 |
$31.53 |
Common Shares |
| Patrick Walsh |
1/19/2024 |
Buy |
10 |
$1.15 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Buy |
10 |
$1.08 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Buy |
10 |
$1.15 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Buy |
10 |
$1.15 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Buy |
10 |
$1.15 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Buy |
150 |
$32.59 |
Common Shares |
| Patrick Walsh |
1/19/2024 |
Buy |
10 |
$6.50 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Buy |
1 |
$6.00 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Sell |
-3 |
$6.10 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Sell |
-1 |
$6.40 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Sell |
-1 |
$6.40 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Buy |
10 |
$2.30 |
Call Options |
| Patrick Walsh |
1/19/2024 |
Buy |
5,000 |
$32.95 |
Common Shares |
| Patrick Walsh |
1/22/2024 |
Buy |
700 |
$27.50 |
Common Shares |
| Patrick Walsh |
1/25/2024 |
Buy |
5 |
$2.20 |
Call Options |
| Patrick Walsh |
1/25/2024 |
Buy |
10 |
$2.20 |
Call Options |
| Patrick Walsh |
1/25/2024 |
Buy |
9,000 |
$34.74 |
Common Shares |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.60 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
5 |
$0.65 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
5 |
$0.70 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.65 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
5 |
$0.65 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.65 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.65 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.65 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.65 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.65 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.70 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.70 |
Call Options |
| Patrick Walsh |
1/26/2024 |
Buy |
10 |
$0.70 |
Call Options |
| Patrick Walsh |
1/29/2024 |
Buy |
10 |
$0.90 |
Call Options |
| Patrick Walsh |
1/29/2024 |
Buy |
25 |
$0.90 |
Call Options |
| Patrick Walsh |
1/29/2024 |
Buy |
10 |
$0.90 |
Call Options |
| Patrick Walsh |
2/5/2024 |
Buy |
2,000 |
$34.76 |
Common Shares |
| Patrick Walsh |
3/6/2024 |
Buy |
100 |
$4.40 |
Call Options |
| Patrick Walsh |
3/6/2024 |
Buy |
50 |
$4.80 |
Call Options |
8
For call options, each contract is worth 100 shares (i.e., call option for 250 equals a right
to buy 25,000 Common Shares).
9
Rounded to the nearest cent.
Exhibit 99.3
PW Partners Believes BJRI Stock is Materially
Undervalued
NEWS PROVIDED BY
PW Partners ®
20 Feb, 2024, 15:40 ET
- PW Partners Intends To Take Action To Close
The Gap Between BJRI Stock Price And Its Intrinsic Value.
JUPITER, Fla., Feb. 20, 2024 /PRNewswire/ -- PW
Partners, LLC and its affiliates (“PW Partners”) a value-oriented, activist investor which is a shareholder of BJ’s
Restaurants Inc. (the “Company”, “BJ’s”), (Nasdaq: BJRI) sent a letter to Gerald Deitchle,
Chairman of BJ’s, calling for immediate actions to create long-term value for shareholders.
Dear Mr. Deitchle:
PW Partners Capital Management, LLC (“PW
Partners”) is an investment group that beneficially owns approximately 4.9% of the outstanding shares of BJ’s Restaurants,
Inc (the “Company”, “BJRI” or “BJ’s”), (Nasdaq: BJRI). We have been shareholders
for over a decade. Given the historical performance of BJRI’s stock price, PW Partners intends to take action to materially improve
the operations of BJRI, which we believe will close the gap between BJRI’s share price and its intrinsic value. PW Partners believes
BJRI’s stock price is materially undervalued.
We recommend the Board take the following actions:
| · | Reduce the current cost structure by $50 million by the end of the second quarter of 2024 with a focus
on G&A, Labor and Purchasing. PW Partners is ready, willing and able to lead in the execution of this cost savings plan; |
| · | Execute a $100 million stock buyback. Given the stock price, the quantum of share repurchases in the fourth
quarter of 2023 was disappointing. The Company should be aggressively buying back its stock at these prices. BJ’s has the opportunity
to purchase Company assets at a material discount to their replacement value. PW Partners believes replacement cost for the Company’s
assets materially exceed the current share price. PW Partners calculates the replacement cost of the Company’s assets at approximately
$55 per share; |
| · | Reduce the Board size to seven members, all of whom are focused on shareholder value. The current Board
size is excessive and has not translated into shareholder value; |
| · | Appoint our representatives to the Board. BJ’s shareholders deserve a Board that will act vigorously
to maximize shareholder value. We believe our initiatives must be implemented immediately at this critical time in the Company’s
history. |
Ten years ago, PW Partners engaged and joined
the BJ’s Board because we felt there was a significant opportunity for margin expansion. We were correct and the stock price increased
more than 80% over the following year as management realized material cost efficiencies. We believe the margin expansion opportunity is
even greater today while the stock price is much cheaper than it was in 2014.
CC: Stephen Fraidin
Cadwalader, Wickersham & Taft LLP
Sincerely,
Patrick Walsh
Chief Executive Officer
PW Partners, LLC
SOURCE PW Partners
BJs Restaurants (NASDAQ:BJRI)
Historical Stock Chart
From Mar 2024 to Apr 2024
BJs Restaurants (NASDAQ:BJRI)
Historical Stock Chart
From Apr 2023 to Apr 2024
