Form SCHEDULE 13D/A BJs RESTAURANTS INC Filed by: Act III Holdings LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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BJs RESTAURANTS, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
09180C106 (CUSIP Number) |
Ronald M. Shaich 777 Brickell Avenue, #500-96800, Miami, FL, 33131 6452010601 Mark Katzoff 233 South Wacker Drive, Suite 8000 Chicago, IL, 60606-6448 3124605000 Tess Rabin 233 South Wacker Drive, Suite 8000 Chicago, IL, 60606-6448 3124605000 Seyfarth Shaw LLP 233 South Wacker Drive, Suite 8000 Chicago, IL, 60606-6448 3124605000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/09/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 09180C106 |
| 1 |
Name of reporting person
BJ's Act III, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,319,839.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11
Consists of (a) 442,890 shares of Common Stock of the Issuer held by the Reporting Person, and (b) warrants to purchase 876,949 shares of Common Stock of the Issuer held by the Reporting Person.
Box 13
Based on a total of 22,074,136 shares of Common Stock, which is calculated based upon the sum of (a) 21,197,187 shares of Common Stock issued and outstanding as of February 25, 2026 as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026 (the "10-K") and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants.
SCHEDULE 13D
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| CUSIP No. | 09180C106 |
| 1 |
Name of reporting person
Act III Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,319,839.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11
Consists of (a) 442,890 shares of Common Stock of the Issuer held by BJ's Act III, LLC, and (b) warrants to purchase 876,949 shares of Common Stock of the Issuer held by BJ's Act III, LLC.
Box 13
Based on a total of 22,074,136 shares of Common Stock, which is calculated based upon the sum of (a) 21,197,187 shares of Common Stock issued and outstanding as of February 25, 2026 as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026 (the "10-K") and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants.
SCHEDULE 13D
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| CUSIP No. | 09180C106 |
| 1 |
Name of reporting person
Ronald M. Shaich | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,470,119.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Boxes 8, 10 and 11
Consists of (a) 442,890 shares of Common Stock of the Issuer held by BJ's Act III, LLC, (b) warrants to purchase 876,949 shares of Common Stock of the Issuer held by BJ's Act III, LLC, and (c) 150,280 shares of Common Stock of the Issuer held by a trust for which the Reporting Person has sole voting and dispositive power.
Box 13
Based on a total of 22,074,136 shares of Common Stock, which is calculated based upon the sum of (a) 21,197,187 shares of Common Stock issued and outstanding as of February 25, 2026 as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026 (the "10-K") and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
BJs RESTAURANTS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
7755 CENTER AVENUE, SUITE 300, HUNTINGTON BEACH,
CALIFORNIA
, 92647. |
| Item 4. | Purpose of Transaction |
On March 9, 2026, the Reporting Persons acquired 66,677 shares of the Issuer's Common Stock for investment purposes.
On March 11,2026, the Reporting Persons acquired 1,213 shares of the Issuer's Common Stock for investment purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (c) | On March 9, 2026, the Reporting Persons purchased 66,677 shares of Common Stock in open market transactions at a weighted average price of $34.5776 per share. These purchases were effected at prices ranging from $33.96 to $36.20 per share, inclusive.
On March 11, 2026, the Reporting Persons purchased 1,213 shares of Common Stock in open market transactions at a weighted average price of $34.9376 per share. These purchases were effected at prices ranging from $34.8850 to $34.9850 per share, inclusive.
The Reporting Persons undertake to provide to the staff of the U.S. Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
As disclosed in the Schedule 13D, on November 14, 2025, the Issuer, Act III Holdings, LLC, a Delaware limited liability company ("Act III Holdings"), Act III Management, LLC, a Delaware limited liability company controlled and indirectly owned by Ronald Shaich ("Act III Management"), BJ's Act III, LLC, and SC 2018 Trust LLC, a Delaware limited liability company owned by an irrevocable trust established by Ronald Shaich (the "2018 Trust" and with Act III Holdings, LLC, Act III Management, LLC, BJ's Act III, LLC, collectively are referred to herein as the "Act III Parties" and individually as an "Act III Party") entered into that certain Amendment to Cooperation Agreement (the "Cooperation Agreement Amendment"), pursuant to which the (a) the expiration date of the agreement was extended to June 30, 2027 and (b) the standstill provisions were revised so that the Act III Parties and its Affiliates are restricted from acquiring or seeking to acquire additional shares of the Company's voting securities (other than the exercise of the Warrant or with the prior consent of the Issuer), or engaging in any other transactions, which would result in the Act III Parties and its Affiliates beneficially owning greater than 2,091,011 shares of Common Stock of the Issuer.
The foregoing description of the Cooperation Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the agreement itself. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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