SEC Form 4 · accession 0000921895-15-000094
BJs RESTAURANTS INC · BJRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Patrick Walsh
Director
Period of report
Jan 15, 2015
Accepted (ET)
Jan 20, 2015 · 6:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001013488
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, no par valueF1 | Jan 15, 2015 | A | 850 | $0.00 | A | 17,510 | D | |
| Common Stock, no par valueF2 | holding | — | — | — | 1,230,509 | I | By PW Partners Atlas Fund II LP | |
| Common Stock, no par valueF3 | holding | — | — | — | 13,585 | I | By PW Partners Master Fund LP | |
| Common Stock, no par valueF4 | holding | — | — | — | 66,000 | I | By PW Partners Atlas Fund LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock OptionsF5 | $47.04 | Jan 15, 2015 | A | 2,469 | A | — | Jan 15, 2025 | Common Stock, no par value | 2,469 | 2,469 | D |
Explanation of responses
- F1Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.
- F2Represents securities owned directly by PW Partners Atlas Fund II LP ("Atlas Fund II"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Partners Capital Management LLC ("PW Capital Management"), the Investment Manager of Atlas Fund II, and as the Managing Member and Chief Executive Officer of PW Partners Atlas Funds, LLC ("Atlas Fund GP"), the General Partner of Atlas Fund II, may be deemed to beneficially own the securities owned directly by Atlas Fund II. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3Represents securities owned directly by PW Partners Master Fund LP ("Master Fund"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Capital Management, the Investment Manager of Master Fund, and as the Managing Member and Chief Executive Officer of PW Partners, LLC, the General Partner of Master Fund, may be deemed to beneficially own the securities owned directly by Master Fund. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F4Represents securities owned directly by PW Partners Atlas Fund LP ("Atlas Fund I"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Capital Management, the Investment Manager of Atlas Fund I, and as the Managing Member and Chief Executive Officer of Atlas Fund GP, the General Partner of Atlas Fund I, may be deemed to beneficially own the securities owned directly by Atlas Fund I. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F5The options become exercisable in three equal annual installments beginning on the first anniversary of the grant date.