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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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BJs RESTAURANTS INC (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
(CUSIP Number) |
Patrick Walsh 4300 S US-1, Jupiter, FL, 33477 (612) 632-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/24/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PW Partners Atlas Fund IV LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PW Partners Atlas Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PW Partners Atlas Funds, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PW Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
530,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
PW Partners Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
550,701.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Walsh Patrick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
550,701.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, no par value |
| (b) | Name of Issuer:
BJs RESTAURANTS INC |
| (c) | Address of Issuer's Principal Executive Offices:
7755 CENTER AVENUE, SUITE 300, HUNTINGTON BEACH,
CALIFORNIA
, 92647. |
| Item 2. | Identity and Background |
| (a) | Patrick Dennis Walsh |
| (b) | c/o PW Partners Capital Management LLC
4300 S US-1
Jupiter, Florida 33477 |
| (c) | Mr. Walsh serves as the Managing Member and Chief Executive Officer of PW Partners, LLC and PW Partners Capital Management LLC, which are investment management firms. The principal business address of each such entity is 4300 S US-1, Jupiter, Florida 33477. |
| (d) | No. |
| (e) | No. |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
During the past sixty days, the Reporting Persons effected sales of Common Shares of the Issuer in open market transactions as described in Item 5(c) of this Amendment and received proceeds from such sales.
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| Item 4. | Purpose of Transaction |
The Reporting Persons have engaged in transactions in the Common Shares of the Issuer as described in Item 5(c) of this Amendment. Such transactions consist primarily of sales of Common Shares effected in the ordinary course of managing the Reporting Persons investment in the Issuer.
As a result of the transactions described herein, including the sales described in Item 5(c), the Reporting Persons have reduced their beneficial ownership of the Common Shares of the Issuer to below five percent of the outstanding Common Shares.
Other than as described herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the matters described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or proposals in the future with respect to the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Persons may be deemed to beneficially own an aggregate of 550,701 Common Shares, including 500 Common Shares held directly by PW Partners Atlas Fund LP, 530,000 Common Shares held directly by PW Partners, LLC, and 20,201 Common Shares held directly by Patrick Walsh. Such Common Shares represent approximately 2.6 percent of the outstanding Common Shares, based on 21,197,187 Common Shares outstanding as of February 25, 2026, as reported in the Issuer most recent Annual Report on Form 10-K. |
| (b) | The Reporting Persons have the following voting and dispositive power with respect to the Common Shares:
PW Partners Atlas Fund IV LP
Sole voting power: 0
Shared voting power: 0
Sole dispositive power: 0
Shared dispositive power: 0
PW Partners Atlas Fund LP
Sole voting power: 0
Shared voting power: 500
Sole dispositive power: 0
Shared dispositive power: 500
PW Partners Atlas Funds, LLC
Sole voting power: 0
Shared voting power: 500
Sole dispositive power: 0
Shared dispositive power: 500
PW Partners, LLC
Sole voting power: 0
Shared voting power: 530,000
Sole dispositive power: 0
Shared dispositive power: 530,000
PW Partners Capital Management LLC
Sole voting power: 0
Shared voting power: 530,500
Sole dispositive power: 0
Shared dispositive power: 530,500
Patrick Walsh
Sole voting power: 20,201
Shared voting power: 530,500
Sole dispositive power: 20,201
Shared dispositive power: 530,500
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| (c) | All transactions in Common Shares effected during the past sixty days by the Reporting Persons are set forth below. Unless otherwise indicated, such transactions were effected in the open market through a broker acting as agent and were unsolicited.
PW Partners Atlas Fund IV LP
On or about June 18, 2026, PW Partners Atlas Fund IV LP sold 38,105 Common Shares at an average price of 54.5942 per share.
On or about June 19, 2026, PW Partners Atlas Fund IV LP sold 16,225 Common Shares at an average price of 53.3401 per share.
On or about June 20, 2026, PW Partners Atlas Fund IV LP sold 413,670 Common Shares at an average price of 54.0635 per share.
PW Partners Atlas Fund LP
On or about May 1, 2026, PW Partners Atlas Fund LP sold 1,000 Common Shares at an average price of 37.7801 per share.
On or about May 14, 2026, PW Partners Atlas Fund LP sold 6,000 Common Shares at an average price of 42.8978 per share.
On or about May 15, 2026, PW Partners Atlas Fund LP sold 2,000 Common Shares at an average price of 41.8009 per share.
On or about May 16, 2026, PW Partners Atlas Fund LP sold 1,000 Common Shares at an average price of 41.5050 per share.
On or about May 19, 2026, PW Partners Atlas Fund LP sold 2,000 Common Shares at an average price of 41.7735 per share.
On or about June 3, 2026, PW Partners Atlas Fund LP sold 1,000 Common Shares at an average price of 44.1541 per share.
On or about June 4, 2026, PW Partners Atlas Fund LP sold 1,500 Common Shares at an average price of 44.1485 per share.
Patrick Walsh
On or about June 24, 2026, Mr. Walsh sold 40,000 Common Shares at an average price of 54.466758 per share.
On or about June 24, 2026, Mr. Walsh sold an aggregate of 1,400 Common Shares at prices ranging from approximately 53.68 to 54.055 per share, and purchased 100 Common Shares at a price of approximately 53.3652 per share.
On June 10, 2026, Mr. Walsh sold an aggregate of 200 Common Shares at prices ranging from approximately 48.415 to 48.4462 per share.
On June 9, 2026, Mr. Walsh sold 100 Common Shares at a price of approximately 44.9601 per share.
On June 4, 2026, Mr. Walsh sold 200 Common Shares at a price of approximately 44.2862 per share.
On May 19, 2026, Mr. Walsh sold 500 Common Shares at a price of approximately 41.6101 per share.
Between May 8, 2026 and May 15, 2026, Mr. Walsh sold an aggregate of 4,000 Common Shares at prices ranging from approximately 41.5084 to 42.84 per share.
On June 24, 2026, in connection with equity compensation arrangements, Mr. Walsh sold an aggregate of approximately 20,532 Common Shares at prices ranging from approximately 53.52 to 54.33 per share in connection with the vesting and disposition of restricted stock units.
On June 23, 2026, Mr. Walsh sold 8,805 Common Shares at a price of 53.375 per share in connection with a same day exercise and sale of stock options.
The foregoing transactions were effected in the ordinary course of trading or, where applicable, pursuant to the Issuer equity compensation arrangements. The prices set forth above reflect weighted average prices where applicable. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold at each separate price. |
| (d) | No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by the Reporting Persons, except to the extent of the pecuniary interest therein. |
| (e) | As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Shares of the Issuer as of June 24, 2026. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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