Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
07 März 2024 - 1:50AM
Edgar (US Regulatory)
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).
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1 |
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NAME OF REPORTING PERSON |
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Fund 1 Investments, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,326,476 |
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OWNED BY |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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2,326,476 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,326,476 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.96% |
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14 |
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TYPE OF REPORTING PERSON |
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OO, HC |
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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. | Source and Amount of Funds or Other Consideration. |
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.
| Item 5. | Interest in Securities of the Issuer. |
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. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
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
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FUND 1 INVESTENTS, LLC |
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By: |
/s/ Benjamin C. Cable |
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Name: |
Benjamin C. Cable |
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Title: |
Chief Operating Officer |
SCHEDULE A
Transactions in the Securities of the
Issuer Since the Filing of Amendment No. 2 to the Schedule 13D
Nature of Transaction |
Amount of Securities
Purchased/(Sold) |
Price per Share ($) |
Date of Purchase/Sale |
FUND 1 INVESTMENTS, LLC
Sale of Common Stock |
(242,000) |
35.5300 |
03/04/2024 |
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