0001140361-16-056102.txt : 20160302
0001140361-16-056102.hdr.sgml : 20160302
20160302172215
ACCESSION NUMBER: 0001140361-16-056102
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160229
FILED AS OF DATE: 20160302
DATE AS OF CHANGE: 20160302
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BJs RESTAURANTS INC
CENTRAL INDEX KEY: 0001013488
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 330485615
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1230
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Thebes Partners Offshore, Ltd.
CENTRAL INDEX KEY: 0001609548
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21423
FILM NUMBER: 161478384
BUSINESS ADDRESS:
STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED
STREET 2: BOX 309, UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (212) 763-8000
MAIL ADDRESS:
STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED
STREET 2: BOX 309, UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LUXOR CAPITAL PARTNERS OFFSHORE LTD
CENTRAL INDEX KEY: 0001356913
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21423
FILM NUMBER: 161478385
BUSINESS ADDRESS:
STREET 1: C/O M&C CORPORATE SVCS LTD
STREET 2: PO BOX 309 GT UGLAND HOUSE
CITY: GEORGE TOWN
STATE: E9
ZIP: 00000
BUSINESS PHONE: 2127638000
MAIL ADDRESS:
STREET 1: C/O M&C CORPORATE SVCS LTD
STREET 2: PO BOX 309 GT UGLAND HOUSE
CITY: GEORGE TOWN
STATE: E9
ZIP: 00000
FORMER NAME:
FORMER CONFORMED NAME: LUXOR CAPITAL PARNTERS OFFSHORE LTD
DATE OF NAME CHANGE: 20060321
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Luxor Capital Partners, LP
CENTRAL INDEX KEY: 0001393021
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21423
FILM NUMBER: 161478387
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: (212) 763-8000
MAIL ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LCG HOLDINGS LLC
CENTRAL INDEX KEY: 0001270742
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21423
FILM NUMBER: 161478388
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-763-8000
MAIL ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Luxor Wavefront, LP
CENTRAL INDEX KEY: 0001479129
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21423
FILM NUMBER: 161478386
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: (212) 763-8000
MAIL ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Luxor Capital Group, LP
CENTRAL INDEX KEY: 0001316580
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21423
FILM NUMBER: 161478389
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-763-8000
MAIL ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: 29TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10036
4
1
doc1.xml
FORM 4
X0306
4
2016-02-29
0
0001013488
BJs RESTAURANTS INC
BJRI
0001316580
Luxor Capital Group, LP
1114 AVENUE OF THE AMERICAS
29TH FLOOR
NEW YORK
NY
10036
0
0
1
0
0001270742
LCG HOLDINGS LLC
1114 AVENUE OF THE AMERICAS
29TH FLOOR
NEW YORK
NY
10036
0
0
1
0
0001393021
Luxor Capital Partners, LP
1114 AVENUE OF THE AMERICAS
29TH FLOOR
NEW YORK
NY
10036
0
0
1
0
0001479129
Luxor Wavefront, LP
1114 AVENUE OF THE AMERICAS
29TH FLOOR
NEW YORK
NY
10036
0
0
1
0
0001356913
LUXOR CAPITAL PARTNERS OFFSHORE LTD
C/O M&C CORPORATE SVCS LTD
PO BOX 309 GT UGLAND HOUSE
GEORGE TOWN
E9
00000
CAYMAN ISLANDS
0
0
1
0
0001609548
Thebes Partners Offshore, Ltd.
C/O MAPLES CORPORATE SERVICES LIMITED
BOX 309, UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
0
0
1
0
Common Stock, no par value
1287862
I
By Luxor Capital Partners, LP
Common Stock, no par value
205175
I
By Luxor Wavefront, LP
Common Stock, no par value
963099
I
By Luxor Capital Partners Offshore Master Fund, LP
Common Stock, no par value
46983
I
By Thebes Offshore Master Fund, LP
Notional Principal Amount Derivative Agreement
2016-02-29
4
S
1
312832
44.4802
D
2017-07-20
Common Stock, no par value
312832
441775
I
By Luxor Capital Partners, LP
Notional Principal Amount Derivative Agreement
2016-02-29
4
S
1
109632
44.4802
D
2017-07-20
Common Stock, no par value
109632
118154
I
By Luxor Wavefront, LP
Notional Principal Amount Derivative Agreement
2016-02-29
4
S
1
447805
44.4802
D
2017-07-20
Common Stock, no par value
447805
631873
I
By Luxor Capital Partners Offshore Master Fund, LP
Notional Principal Amount Derivative Agreement
2016-02-29
4
S
1
44395
44.4802
D
2017-07-20
Common Stock, no par value
44395
0
I
By Thebes Offshore Master Fund, LP
Notional Principal Amount Derivative Agreement
2016-02-29
4
S
1
85336
44.4802
D
2017-07-20
Common Stock, no par value
85336
0
I
By Separately Managed Account
This 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").
Each 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.
Securities 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.
Securities 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.
Securities 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.
Securities 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.
Securities held in an account separately managed by Luxor Capital Group (the "Separately Managed Account"). Luxor Capital Group, as the investment manager of the Separately Managed Account, may be deemed to beneficially own the securities held in the Separately Managed Account. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of Luxor Management, may be deemed to beneficially own the securities held in the Separately Managed Account.
Notional 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.
The 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.
Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP
2016-03-02