Page 12 of 14 SEC Filing The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated as follows: (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 24,100,968 Shares outstanding as of February 19, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2016. As of the date hereof, the Onshore Fund owned directly 1,287,862 Shares, the Offshore Master Fund owned directly 963,099 Shares, the Wavefront Fund owned directly 205,175 Shares and the Thebes Master Fund owned directly 46,983 Shares, constituting approximately 5.3%, 4.0%, less than 1% and less than 1%, respectively, of the Shares outstanding. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the 963,099 Shares owned directly by the Offshore Master Fund, constituting approximately 4.0% of the Shares outstanding. The Thebes Feeder Fund, as the owner of a controlling interest in the Thebes Master Fund, may be deemed to beneficially own the 46,983 Shares owned directly by the Thebes Master Fund, constituting less than 1% of the Shares outstanding. LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, may be deemed to beneficially own the 2,503,119 shares of Common Stock owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, constituting approximately 10.4% of the Shares outstanding. Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own the 2,503,119 Shares owned in the aggregate by the Luxor Funds, constituting approximately 10.4% of the Shares outstanding. Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 2,503,119 Shares beneficially owned by Luxor Capital Group, constituting approximately 10.4% of the Shares outstanding. Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 2,503,119 Shares beneficially owned by Luxor Management, constituting approximately 10.4% of the Shares outstanding. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following: As of the date hereof, each of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 441,775, 118,154, 631,873, respectively. The Derivative Agreements provide the Onshore Fund, the Wavefront Fund and the Offshore Master Fund with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Derivative Agreements (such Shares, the “Subject Shares”). Each of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions. Follow Bjs Restaurants Inc (NASDAQ:BJRI)
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The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 24,100,968 Shares outstanding as of February 19, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2016.
As of the date hereof, the Onshore Fund owned directly 1,287,862 Shares, the Offshore Master Fund owned directly 963,099 Shares, the Wavefront Fund owned directly 205,175 Shares and the Thebes Master Fund owned directly 46,983 Shares, constituting approximately 5.3%, 4.0%, less than 1% and less than 1%, respectively, of the Shares outstanding.
The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own the 963,099 Shares owned directly by the Offshore Master Fund, constituting approximately 4.0% of the Shares outstanding. The Thebes Feeder Fund, as the owner of a controlling interest in the Thebes Master Fund, may be deemed to beneficially own the 46,983 Shares owned directly by the Thebes Master Fund, constituting less than 1% of the Shares outstanding.
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, may be deemed to beneficially own the 2,503,119 shares of Common Stock owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Thebes Master Fund, constituting approximately 10.4% of the Shares outstanding.
Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to beneficially own the 2,503,119 Shares owned in the aggregate by the Luxor Funds, constituting approximately 10.4% of the Shares outstanding.
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 2,503,119 Shares beneficially owned by Luxor Capital Group, constituting approximately 10.4% of the Shares outstanding.
Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 2,503,119 Shares beneficially owned by Luxor Management, constituting approximately 10.4% of the Shares outstanding.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
As of the date hereof, each of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 441,775, 118,154, 631,873, respectively. The Derivative Agreements provide the Onshore Fund, the Wavefront Fund and the Offshore Master Fund with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Derivative Agreements (such Shares, the “Subject Shares”). Each of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
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