0001213900-25-111663.txt : 20251117 0001213900-25-111663.hdr.sgml : 20251117 20251117184914 ACCESSION NUMBER: 0001213900-25-111663 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20251117 DATE AS OF CHANGE: 20251117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BJs RESTAURANTS INC CENTRAL INDEX KEY: 0001013488 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services EIN: 330485615 STATE OF INCORPORATION: CA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47661 FILM NUMBER: 251492386 BUSINESS ADDRESS: STREET 1: 7755 CENTER AVENUE STREET 2: SUITE 300 CITY: HUNTINGTON BEACH STATE: CA ZIP: 92647 BUSINESS PHONE: (714) 500-2440 MAIL ADDRESS: STREET 1: 7755 CENTER AVENUE STREET 2: SUITE 300 CITY: HUNTINGTON BEACH STATE: CA ZIP: 92647 FORMER COMPANY: FORMER CONFORMED NAME: CHICAGO PIZZA & BREWERY INC DATE OF NAME CHANGE: 19960614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Act III Holdings LLC CENTRAL INDEX KEY: 0001750383 ORGANIZATION NAME: EIN: 845029958 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 777 BRICKELL AVENUE, #500-99405 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 6172834131 MAIL ADDRESS: STREET 1: 777 BRICKELL AVENUE, #500-99405 CITY: MIAMI STATE: FL ZIP: 33131 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001750383 XXXXXXXX LIVE 4 Common Stock 11/14/2025 false 0001013488 09180C106 BJ's Restaurants, Inc.
7755 CENTER AVENUE SUITE 300 HUNTINGTON BEACH CA 92647
Ronald M. Shaich 6452010601 777 Brickell Avenue #500-96800 Miami FL 33131 Andrew Liazos 3123722000 444 West Lake Street Chicago IL 60606 Heidi Steele 3123722000 444 West Lake Street Chicago IL 60606 McDermott Will & Emery LLP 3123722000 444 West Lake Street Chicago IL 60606 Y BJ's Act III, LLC OO N DE 0.00 1251949.00 0.00 1251949.00 1251949.00 N 5.7 OO Boxes 8, 10 and 11 Consists of (a) 375,000 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 22,011,730 shares of Common Stock, which is calculated based upon the sum of (a) 21,134,781 shares of Common Stock issued and outstanding as of November 3, 2025 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025 (the "10-Q") and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants. 0001750383 N Act III Holdings, LLC OO N DE 0.00 1251949.00 0.00 1251949.00 1251949.00 N 5.7 OO Boxes 8, 10 and 11 Consists of (a) 375,000 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 22,011,730 shares of Common Stock, which is calculated based upon the sum of (a) 21,134,781 shares of Common Stock issued and outstanding as of November 3, 2025 as disclosed by the Issuer in the 10-Q and (b) 876,949 shares of Common Stock issuable upon the exercise of the warrants. Y Ronald M. Shaich OO N X1 0.00 1402229.00 0.00 1402229.00 1402229.00 N 6.4 IN Boxes 8, 10 and 11 Consists of (a) 375,000 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 22,011,730 shares of Common Stock, which is calculated based upon the sum of (a) 21,134,781 shares of Common Stock issued and outstanding as of November 3, 2025 as disclosed by the Issuer in the 10-Q and (b) 876,949 shares of Common Stock issuable upon the exercise in full of the warrants. Common Stock BJ's Restaurants, Inc. 7755 CENTER AVENUE SUITE 300 HUNTINGTON BEACH CA 92647 This statement constitutes Amendment Number 4 (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 and Amendment No. 3 ("Amendment No. 3") on January 2, 2025 (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. Item 4 of the Schedule 13D is hereby amended to incorporate the information set forth in Item 6. Item 6 of the Schedule 13D is hereby amended to add the following information: Act III Cooperation Agreement Amendment 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, a copy of which is attached hereto as Exhibit 99.7 and incorporated herein by reference. Exhibit 99.1 - Joint Filing Agreement, dated November 30, 2020, among the Reporting Persons (previously filed). Exhibit 99.2 - Amended and Restated Investor Rights Agreement, dated November 24, 2020, by and among BJ's Restaurants, Inc., SC 2018 Trust LLC and BJ's Act III, LLC (previously filed). Exhibit 99.3 - Amendment No. 1, dated November 24, 2020, to Common Stock Purchase Warrant, dated May 5, 2020, issued by BJ's Restaurants, Inc. in favor of BJ's Act III, LLC (previously filed). Exhibit 99.4 - Termination Agreement, dated April 13, 2023, by and among the Issuer, SC 2018 Trust LLC and BJ's Act III, LLC (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2023). Exhibit 99.5 - Cooperation Agreement, dated December 30, 2024, among the Company, Act III Holdings, LLC, Act III Management, LLC, BJ's Act III, LLC, and SC 2018 Trust LLC (previously filed). Exhibit 99.6 - Amendment No. 2, dated December 30, 2024, to Common Stock Purchase Warrant, dated May 5, 2020 (as amended), issued by the Company in favor of BJ's Act III, LLC (previously filed). Exhibit 99.7 - Amendment to Cooperation Agreement, dated November 14, 2025, among the Company, Act III Holdings, LLC, Act III Management, LLC, BJ's Act III, LLC, and SC 2018 Trust LLC. BJ's Act III, LLC /s/ Ronald M. Shaich Ronald M. Shaich/Chief Executive Officer 11/17/2025 Act III Holdings, LLC /s/ Ronald M. Shaich Ronald M. Shaich/Chief Executive Officer 11/17/2025 Ronald M. Shaich /s/ Ronald M. Shaich Ronald M. Shaich/Chief Executive Officer 11/17/2025 EX-99.7 2 ea026600701ex99-7_bjs.htm AMENDMENT TO COOPERATION AGREEMENT, DATED NOVEMBER 14, 2025, AMONG THE COMPANY, ACT III HOLDINGS, LLC, ACT III MANAGEMENT, LLC, BJ'S ACT III, LLC, AND SC 2018 TRUST LLC

Exhibit 99.7

 

AMENDMENT TO COOPERATION AGREEMENT

 

THIS AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”) is made and entered into as of November 14, 2025, by and among BJ’s Restaurants, Inc., a California corporation (the “Company”), on the one hand, and Act III Holdings, LLC, a Delaware limited liability company (“Act III Holdings”), Act III Management, LLC, a Delaware limited liability company (“Act III Management”), BJ’s Act III, LLC, a Delaware limited liability company (“BJ’s Act III”), and SC 2018 Trust LLC, a Delaware limited partnership (the “2018 Trust”), on the other hand. Act III Holdings, Act III Management, BJ’s Act III, and the 2018 Trust, collectively with each of their respective Affiliates, are referred to herein as the “Act III Parties” and individually as an “Act III Party.” Company and each of the Act III Parties are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in that certain Cooperation Agreement, dated as of December 30, 2024, by and among the Company and the Act III Parties (the “Cooperation Agreement”).

 

WHEREAS, BJ’s Act III is the holder of 375,000 shares of the Company’s Common Stock, no par value (the “Common Stock”), and is the holder of that certain Common Stock Purchase Warrant, having an initial issuance date of May 5, 2020, granting the Holder the right, as adjusted, to acquire up to 876,949 shares of Common Stock (as amended by Amendments No. 1 and No. 2 thereto, the “Warrant”);

 

WHEREAS, the Company and the Act III Parties wish to amend certain provisions of the Cooperation Agreement, as provided in this Amendment.

 

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

 

1. Amendment of Termination Date. The “Expiration Date” (as defined in Section 10 of the Cooperation Agreement) is hereby extended from May 4, 2027 to June 30, 2027.

 

2. Amendment of Standstill Provisions. Section 3(a) of the Cooperation Agreement is hereby amended to and replaced in their entirely with the following:

 

“(a) acquire, offer or seek to acquire, agree to acquire, or acquire rights to acquire (except by way of exercise of the Warrant or by way of stock dividends or other distributions or offerings made available to holders of voting securities of the Company generally on a pro rata basis or pursuant to an Extraordinary Transaction approved by the Board), whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a group, through swap or hedging transactions or otherwise, any voting securities of the Company (other than through any index fund, exchange traded fund, benchmark fund or broad-based basket of securities) or any voting rights decoupled from the underlying voting securities, that would result in the Act III Parties and its Affiliates (for the avoidance of doubt, shares of Common Stock beneficially owned by Noah Elbogen as of the date hereof and any future shares received by Noah Elbogen in connection with his service as a director of the Company shall not be deemed to be beneficially owned by Act III or any of its Affiliates) having beneficial ownership of, in the aggregate, more than 2,091,011 shares of Common Stock (inclusive of shares issuable upon exercise of the Warrant), or otherwise having economic exposure equal to, in the aggregate, more than 2,092,340 shares of Common Stock (inclusive of shares issuable upon exercise of the Warrant);”

 

 

 

 

3. Miscellaneous Provisions.

 

3.1 Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Act III Parties shall bind and inure to the benefit of their respective successors and assigns.

 

3.2 Governing Law; Jurisdiction. The validity, interpretation, and performance of this Amendment shall be governed in all respects by the laws of the State of California, in accordance with the provisions of Section 13 of the Cooperation Agreement.

 

3.3 Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

3.4 Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

3.5 Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

3.6 No Other Amendment. Except as specifically set forth in this Amendment, the terms of the Cooperation Agreement shall remain unchanged and in full force and effect.

 

[Signature pages follow]

 

 

 

 

IN WITNESS WHEREOF, the Company and the Act III Parties have caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

  BJ’s Restaurants, inc.
       
  By: /s/ Lyle Tick
    Name:  Lyle Tick
    Title: CEO and President

 

[Signature Page to Amendment to Cooperation Agreement]

 

 

 

 

IN WITNESS WHEREOF, the Company and the Act III Parties have caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

  ACT III PARTIES:
     
  ACT III HOLDINGS, LLC
     
  By: /s/ Ronald M. Shaich
    Ronald M. Shaich, Chief Executive Officer
     
  ACT III MANAGEMENT, LLC  
     
  By: /s/ Ronald M. Shaich
    Ronald M. Shaich, Chief Executive Officer
     
  BJ’S ACT III, LLC
     
  By: /s/ Ronald M. Shaich
    Ronald M. Shaich, Chief Executive Officer
     
  SC 2018 TRUST LLC
     
  By: /s/ Ronald M. Shaich
    Ronald M. Shaich, Investment Manager

 

[Signature Page to Amendment to Cooperation Agreement]