SEC Form 4 · accession 0001140361-16-057204
BJs RESTAURANTS INC · BJRI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luxor Capital Group, LP
10% Owner
Period of report
Mar 7, 2016
Accepted (ET)
Mar 9, 2016 · 5:01 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,F2,F3 | holding | — | — | — | 1,287,862 | I | By Luxor Capital Partners, LP | |
| Common Stock, no par valueF1,F2,F4 | holding | — | — | — | 205,175 | I | By Luxor Wavefront, LP | |
| Common Stock, no par valueF1,F2,F5 | holding | — | — | — | 963,099 | I | By Luxor Capital Partners Offshore Master Fund, LP | |
| Common Stock, no par valueF1,F2,F6 | holding | — | — | — | 46,983 | I | By Thebes Offshore Master Fund, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Principal Amount Derivative AgreementF1,F2,F7,F8,F3 | — | Mar 7, 2016 | S | 441,775 | D | — | Jul 20, 2017 | Common Stock, no par value | 441,775 | 0 | I |
| Notional Principal Amount Derivative AgreementF1,F2,F7,F8,F4 | — | Mar 7, 2016 | S | 118,154 | D | — | Jul 20, 2017 | Common Stock, no par value | 118,154 | 0 | I |
| Notional Principal Amount Derivative AgreementF1,F2,F7,F8,F5 | — | Mar 7, 2016 | S | 631,873 | D | — | Jul 20, 2017 | Common Stock, no par value | 631,873 | 0 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund"), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), Luxor Wavefront, LP ("Wavefront Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons").
- F2Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F3Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund.
- F4Securities owned directly by Wavefront Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Wavefront Fund, may be deemed to beneficially own the securities owned directly by Wavefront Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Wavefront Fund.
- F5Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund.
- F6Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Thebes Feeder Fund, the owner of a controlling interest in, and together with a minority investor, the owner of 100% of the interests in Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund.
- F7Notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps. The strike prices of the Derivative Agreements range in price from $27.5377 to $28.4859.
- F8The Derivative Agreements provide the holders with economic results that are comparable to the economic results of ownership payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but do not provide such holder with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Derivative Agreements (such shares, the "Subject Shares"). Each of the holders of the Derivative Agreements disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.