SCHEDULE 13D/A: Activist Investor Fund 1 Investments Reduces Stake in BJ's Restaurants Below 5%

Fund 1 Investments, LLC has significantly reduced its beneficial ownership in BJ's Restaurants Inc., dropping below the 5% threshold, primarily through a large private sale of common stock.

Summary

• Fund 1 Investments, LLC filed an Amendment No. 9 to its Schedule 13D regarding its stake in BJs RESTAURANTS INC.
• As of April 28, 2025, Fund 1 Investments ceased to beneficially own more than 5% of BJ's Restaurants' outstanding shares.
• The reporting person now beneficially owns 1,046,628 shares, representing approximately 4.69% of the 22,316,165 shares outstanding as of April 14, 2025.
• Since the filing of Amendment No. 8, Fund 1 Investments made several purchases totaling 38,500 shares at prices ranging from $29.4217 to $35.4440.
• On April 28, 2025, Fund 1 Investments executed two significant sales: 35,500 shares at $33.2529 and a private transaction of 1,184,768 shares at $33.49 per share.
• The aggregate purchase price for the currently beneficially owned shares is approximately $36,001,905.
• Fund 1 Investments also maintains economic exposure through cash-settled swaps referencing 1,234,768 shares with a notional value of approximately $41,339,620.
• Additionally, the reporting person holds cash-settled American-style over-the-counter call options referencing 1,950,960 shares, with a strike price of $22.50 and expiration dates ranging from October 30, 2025, to January 27, 2026.
• The combined economic exposure from beneficially owned shares and cash-settled swaps represents approximately 10.2% of the outstanding shares.

Sentiment

Score: 3

Explanation: The reduction in beneficial ownership by a significant investor, particularly below the 5% threshold, is generally viewed negatively by the market as it can signal a loss of confidence or a shift in investment strategy away from direct equity.

Negatives

• Fund 1 Investments, LLC, a significant investor, has reduced its beneficial ownership in BJ's Restaurants Inc. below the 5% threshold.
• A large block of 1,184,768 shares was sold in a private transaction at $33.49 per share on April 28, 2025, indicating a significant divestment of direct equity.

Future Outlook

The document does not provide forward-looking statements or guidance from BJ's Restaurants Inc. It details an investor's past transactions and current holdings.

Industry Context

This filing reflects an activist investor's decision to reduce its direct stake in a restaurant chain. While the specific reasons are not detailed, such a move could signal a change in the investor's strategy regarding the company or the broader casual dining sector. It might suggest the investor believes the stock has reached a certain valuation or that their activist goals have been achieved or are no longer pursued through direct equity ownership.

Stakeholder Impact

• Shareholders: The reduction in direct ownership by a significant investor could lead to negative market sentiment and potentially downward pressure on the stock price. It might also reduce the influence of an activist investor.

Key Dates

Recommendation

Keywords

BJ's Restaurants, Fund 1 Investments, Schedule 13D/A, Beneficial Ownership, Stock Sale, Institutional Investor, Restaurant Industry, SEC Filing, Common Stock, Cash-Settled Swaps, Call Options