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. 8)*
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BJs RESTAURANTS INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Ronald M. Shaich 777 Brickell Avenue, #500-96800 Miami, FL, 33131 6452010601 Michael Dunn 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) |
08/03/2026 (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. |
| 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
349,152.00 | ||||||||
| 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)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Box 13
Based on a total of 21,813,041 shares of Common Stock, which is calculated based upon the sum of (a) 21,273,765 shares of Common Stock issued and outstanding as of July 28, 2026 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2026 (the "10-Q") and (b) 539,276 shares of Common Stock issued upon cashless exercise of warrants on August 3, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 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)
| ||||||||
| 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
349,152.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Box 13
Based on a total of 21,813,041 shares of Common Stock, which is calculated based upon the sum of (a) 21,273,765 shares of Common Stock issued and outstanding as of July 28, 2026 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2026 (the "10-Q") and (b) 539,276 shares of Common Stock issued upon cashless exercise of warrants on August 3, 2026.
SCHEDULE 13D
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| CUSIP No. |
| 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
349,152.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Box 13
Based on a total of 21,813,041 shares of Common Stock, which is calculated based upon the sum of (a) 21,273,765 shares of Common Stock issued and outstanding as of July 28, 2026 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2026 (the "10-Q") and (b) 539,276 shares of Common Stock issued upon cashless exercise of warrants on August 3, 2026.
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 1 Comment:
This statement constitutes Amendment Number 8 (the "Amendment") to the Schedule 13D relating to the common stock, no par value (the "Common Stock"), of BJ's Restaurants, Inc., a California corporation (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 15, 2020 (the "Original Filing") as amended by Amendment No. 1 ("Amendment No. 1") on November 30, 2020, Amendment No. 2 ("Amendment No. 2") on April 20, 2023, Amendment No. 3 ("Amendment No. 3") on January 2, 2025, Amendment No. 4 ("Amendment No. 4") on November 17, 2025, Amendment No. 5 ("Amendment No. 5") on March 11, 2026, Amendment No. 6 ("Amendment No. 6") on March 19, 2026 and Amendment No. 7 ("Amendment No. 7") on March 23, 2026 (collectively, the "Schedule 13D"), on behalf of the Reporting Persons, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
The Schedule 13D is hereby amended and supplemented with the following information: | ||
| Item 4. | Purpose of Transaction | |
On August 3, 2026, the Reporting Persons completed a block trade (the "Transaction") with an investment bank, as principal (the "Purchaser"), pursuant to which the Reporting Persons sold to the Purchaser:
- 710,724 shares of Common Stock; and - warrants to purchase 876,949 shares of Common Stock, which resulted in the issuance of 539,276 shares of Common Stock to the Purchaser upon the Purchaser's immediate cashless exercise of the warrants.
The Reporting Persons completed the Transaction solely for the purposes of portfolio diversification and liquidity management and was not related to any change in the Reporting Persons' assessment of the Issuer's business, management, financial condition or prospects. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | ? | |
| (d) | On August 3, 2026, the Reporting Persons completed a block trade with the Purchaser pursuant to which the Reporting Persons sold to the Purchaser:
- 710,724 shares of Common Stock for an aggregate purchase price of $46,552,422, including 560,444 shares directly beneficially owned by BJ's Act III, LLC and 150,280 shares directly beneficially owned by SC 2018 Trust LLC, a Delaware limited liability company owned by an irrevocable trust established by Ronald Shaich for which Mr. Shaich has sole voting and dispositive power (the "2018 Trust"); and
- Warrants to purchase 876,949 shares of Common Stock with an exercise price of $26.94 per share for an aggregate purchase price of $35,322,578, which warrants were directly beneficially owned by BJ's Act III, LLC. | |
| (e) | On August 3, 2026, the Reporting Persons ceased to be beneficial owners of more than 5% of the Issuer's Common Stock as a result of the transactions described in this Amendment. | |
| 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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