sc13d08800005_02282014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

BJ’s Restaurants, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

09180C 10 6
(CUSIP Number)
 
Steve Wolosky, Esq.
Ron S. Berenblat, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300

With a copy to:

Christopher P. Davis, Esq.
Jamie Nash, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue
New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 28, 2014
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
PW Partners Atlas Fund II LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
648,854
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
648,854
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
648,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.3%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
PW Partners Atlas Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
66,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
66,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
66,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
3

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
PW Partners Atlas Funds, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
714,854
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
714,854
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
714,854
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
PW Partners Master Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
28,500
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
28,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
5

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
PW Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
28,500
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
28,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
PW Partners Capital Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
743,354
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
743,354
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
743,354
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Patrick Walsh
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
15,200
8
SHARED VOTING POWER
 
743,354
9
SOLE DISPOSITIVE POWER
 
15,200
10
SHARED DISPOSITIVE POWER
 
743,354
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
758,554
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7%
14
TYPE OF REPORTING PERSON
 
IN

 
8

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Luxor Capital Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
933,495
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
933,495
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
933,495
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
PN

 
9

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Luxor Wavefront, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
278,813
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
278,813
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
278,813
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
10

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Luxor Capital Partners Offshore Master Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,339,440
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,339,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,339,440
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.7%
14
TYPE OF REPORTING PERSON
 
PN

 
11

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Luxor Capital Partners Offshore, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,339,440
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,339,440
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,339,440
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.7%
14
TYPE OF REPORTING PERSON
 
CO

 
12

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Luxor Spectrum Offshore Master Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
87,536
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
87,536
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,536
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
13

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Luxor Spectrum Offshore, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
87,536
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
87,536
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,536
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

 
14

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
LCG Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,639,284
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,639,284
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,639,284
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.3%
14
TYPE OF REPORTING PERSON
 
OO

 
15

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Luxor Capital Group, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,746,452
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,746,452
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,746,452
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
PN

 
16

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Luxor Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,746,452
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,746,452
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,746,452
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
OO

 
17

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Christian Leone
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,746,452
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,746,452
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,746,452
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.7%
14
TYPE OF REPORTING PERSON
 
IN

 
18

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Jason G. Bernzweig
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
19

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Mark A. McEachen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
20

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Jeffrey C. Neal
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
21

 
CUSIP NO. 09180C 10 6
 
1
NAME OF REPORTING PERSON
 
Emanuel R. Pearlman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
22

 
CUSIP NO. 09180C 10 6
 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the Common Stock, no par value (the “Shares”), of BJ’s Restaurants, Inc., a California corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 7755 Center Avenue, Suite 300, Huntington Beach, CA 92647.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by PW Partners Atlas Fund II LP, a Delaware limited partnership (“Atlas Fund II”), PW Partners Atlas Fund LP, a Delaware limited partnership (“Atlas Fund I”), PW Partners Master Fund LP, a Delaware limited partnership (“PW Master Fund”), PW Partners Atlas Funds, LLC, a Delaware limited liability company (“Atlas Fund GP”), PW Partners, LLC, a Delaware limited liability company (“PW Master Fund GP”), PW Partners Capital Management LLC, a Delaware limited liability company (“PW Capital Management”), Patrick Walsh (collectively, with Atlas Fund II, Atlas Fund I, PW Master Fund, Atlas Fund GP, PW Master Fund GP and PW Capital Management, the “PW Group”), Luxor Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”), Luxor Wavefront, LP, a Delaware limited partnership (the “Wavefront Fund”), Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the “Offshore Master Fund”), Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Feeder Fund”), Luxor Spectrum Offshore Master Fund, LP, a Cayman Islands limited partnership (the “Spectrum Master Fund”), Luxor Spectrum Offshore, Ltd., a Cayman Islands exempted company (the “Spectrum Feeder Fund” and, collectively with the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund and the Spectrum Master Fund, the “Luxor Funds”), LCG Holdings, LLC, a Delaware limited liability company (“LCG Holdings”), Luxor Capital Group, LP, a Delaware limited partnership (“Luxor Capital Group”), Luxor Management, LLC, a Delaware limited liability company (“Luxor Management”), Christian Leone (collectively with the Luxor Funds, LCG Holdings, Luxor Capital Group and Luxor Management, “Luxor”), Jason G. Bernzweig, Mark A. McEachen, Jeffrey C. Neal and Emanuel R. Pearlman.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
Atlas Fund GP is the general partner of each of Atlas Fund II and Atlas Fund I. By virtue of these relationships, Atlas Fund GP may be deemed to beneficially own the Shares beneficially owned directly by Atlas Fund II and Atlas Fund I.
 
PW Master Fund GP is the general partner of PW Master Fund. By virtue of this relationship, PW Master Fund GP may be deemed to beneficially own the Shares beneficially owned directly by PW Master Fund.
 
PW Capital Management acts as the investment manager with respect to each of Atlas Fund II, Atlas Fund I and PW Master Fund. Mr. Walsh is the Managing Member and Chief Executive Officer of each of Atlas Fund GP and PW Master Fund GP and the Managing Member of PW Capital Management. By virtue of these relationships, each of PW Capital Management and Mr. Walsh may be deemed to beneficially own the Shares beneficially owned directly by Atlas Fund II, Atlas Fund I and PW Master Fund.
 
 
23

 
CUSIP NO. 09180C 10 6
 
The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund and the Spectrum Master Fund is a subsidiary of the Spectrum Feeder Fund.  By virtue of these relationships, the Offshore Feeder Fund may be deemed to beneficially own the Shares owned directly by the Offshore Master Fund and the Spectrum Feeder Fund may be deemed to beneficially own the Shares owned directly by the Spectrum Master Fund.
 
LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund.  By virtue of these relationships, LCG Holdings may be deemed to beneficially own the Shares owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund.
 
Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Master Fund and the Spectrum Feeder Fund (collectively, the “Funds”) and to an account it separately manages (the “Separately Managed Account”).  Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of each of LCG Holdings and Luxor Management.  By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to beneficially own the Shares owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account.
 
Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of the Offshore Feeder Fund and the Spectrum Feeder Fund.  To the best of Luxor’s knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
 
(b)           The business address of each member of the PW Group is 141 W. Jackson Blvd., Suite 300, Chicago, IL 60604.
 
The business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, NY 10036.  The business address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Master Fund and the Spectrum Feeder Fund is c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
 
The business address of Mr. Bernzweig is c/o Zelman Capital LLC, 333 Richmond Road, 340, Beachwood, OH 44122.
 
The business address of Mr. McEachen is 6 Marquette Way, Coto de Caza, CA 92679.
 
The business address of Mr. Neal is c/o Horizon Capital LLC, 175 W. Jackson Blvd., Suite 2225, Chicago, IL 60604.
 
 
24

 
CUSIP NO. 09180C 10 6
 
The business address of Mr. Pearlman is 350 E. 79th Street, #4D, New York, NY 10075.
 
(c)           The principal business of each of Atlas Fund II, Atlas Fund I and PW Master Fund is investing in securities.  The principal business of Atlas Fund GP is serving as the general partner of each of Atlas Fund II and Atlas Fund I. The principal business of PW Master Fund GP is serving as the general partner of PW Master Fund. The principal business of PW Capital Management is serving as the investment manager with respect to each of Atlas Fund II, Atlas Fund I and PW Master Fund. The principal occupation of Mr. Walsh is serving as the Managing Member and Chief Executive Officer of each of Atlas Fund GP and PW Master Fund GP and the Managing Member of PW Capital Management.
 
The principal business of each of the Luxor Funds is that of a private investment fund engaged in the purchase and sale of securities for its own account.  The principal business of Luxor Capital Group is providing investment management services.  The principal business of Luxor Management is serving as the general partner of Luxor Capital Group.  The principal business of LCG Holdings is serving as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund.  Mr. Leone’s principal occupation is serving as the managing member of each of Luxor Management and LCG Holdings.
 
Mr. Bernzweig’s principal occupation is serving as Portfolio Manager and Partner of Zelman Capital LLC, a special situations hedge fund.
 
Mr. McEachen’s principal occupation is serving as a director of Dex Media, Inc., a leading provider of marketing solutions for local businesses.
 
Mr. Neal’s principal occupation is serving as a partner of Horizon Capital LLC, an investment company.
 
Mr. Pearlman’s principal occupation is serving as Chairman and Chief Executive Officer of Liberation Investment Group, LLC, an investment management and consulting firm.
 
(d)           No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Each of Atlas Fund II, Atlas Fund I, PW Master Fund, Atlas Fund GP, PW Master Fund GP and PW Capital Management is organized under the laws of the State of Delaware.
 
Each of the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Master Fund and the Spectrum Feeder Fund is organized under the laws of the Cayman Islands.  Each of the Onshore Fund, the Wavefront Fund, LCG Holdings, Luxor Capital Group and Luxor Management is organized under the laws of the State of Delaware.
 
 
25

 
CUSIP NO. 09180C 10 6
 
Each of Messrs. Bernzweig, Leone, McEachen, Neal, Pearlman and Walsh is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares and call options purchased by each of Atlas Fund II, Atlas Fund I and PW Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
 
The aggregate purchase price of the 602,854 Shares directly owned by Atlas Fund II is approximately $17,157,901, excluding brokerage commissions.  The aggregate purchase price of the call options exercisable into 46,000 Shares directly owned by Atlas Fund II is approximately $160,131, excluding brokerage commissions. The aggregate purchase price of the 43,000 Shares directly owned by Atlas Fund I is approximately $1,175,638, excluding brokerage commissions.  The aggregate purchase price of the call options exercisable into 23,000 Shares directly owned by Atlas Fund I is approximately $78,000, excluding brokerage commissions. The aggregate purchase price of the 4,500 Shares directly owned by PW Master Fund is approximately $81,704, excluding brokerage commissions.  The aggregate purchase price of the call options exercisable into 24,000 Shares directly owned by PW Master Fund is approximately $74,861, excluding brokerage commissions.
 
The Shares and call options purchased by Mr. Walsh were purchased with personal funds. The aggregate purchase price of the 6,200 Shares directly owned by Mr. Walsh is approximately $165,543, excluding brokerage commissions. The aggregate purchase price of the call options exercisable into 9,000 Shares directly owned by Mr. Walsh is approximately $30,981, excluding brokerage commissions.
 
A total of approximately $81,407,807, including brokerage commissions, was paid to acquire the Shares reported as beneficially owned by Luxor.  The Shares beneficially owned by Luxor were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons’ belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
On February 28, 2014, Atlas Fund II delivered a letter to the Corporate Secretary of the Issuer nominating Jason G. Bernzweig, Mark A. McEachen, Jeffrey C. Neal, Emanuel R. Pearlman and Patrick Walsh (collectively, the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the 2014 annual meeting of stockholders of the Issuer, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
 
 
26

 
CUSIP NO. 09180C 10 6
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.  The Reporting Persons intend to review their respective investments in the Issuer on a periodic basis and have engaged and may from time to time continue to engage in discussions with management and the Board of the Issuer and other stockholders of the Issuer concerning, among other things, the business, operations and future plans of the Issuer, as well as the nomination of the Nominees and other matters relating to the Annual Meeting.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure, Board composition or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of their securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or changing their intention with respect to any and all matters referred to in this Item 4.
 
Item 5.
Interest in Securities of the Issuer.
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 28,354,535 Shares outstanding as of February 24, 2014, 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 25, 2014.
 
As of the close of business on the date hereof, Atlas Fund II beneficially owned directly 648,854 Shares (including 46,000 Shares underlying certain call options exercisable within 60 days of the date hereof), Atlas Fund I beneficially owned directly 66,000 Shares (including 23,000 Shares underlying certain call options exercisable within 60 days of the date hereof), PW Master Fund beneficially owned directly 28,500 Shares (including 24,000 Shares underlying certain call options exercisable within 60 days of the date hereof), and Mr. Walsh beneficially owned directly 15,200 Shares (including 9,000 Shares underlying certain call options exercisable within 60 days of the date hereof), constituting approximately 2.3%, less than 1%, less than 1% and less than 1%,  respectively, of the Shares outstanding.
 
Atlas Fund GP, as the general partner of each of Atlas Fund II and Atlas Fund I, may be deemed to beneficially own the 714,854 Shares directly beneficially owned in the aggregate by Atlas Fund II and Atlas Fund I, constituting approximately 2.5% of the Shares outstanding.
 
PW Master Fund GP, as the general partner of PW Master Fund, may be deemed to beneficially own the 28,500 Shares directly beneficially owned by PW Master Fund, constituting less than 1% of the Shares outstanding.
 
PW Capital Management, as the investment manager with respect to each of Atlas Fund II, Atlas Fund I and PW Master Fund, may be deemed to beneficially own the 743,354 Shares directly beneficially owned in the aggregate by Atlas Fund II, Atlas Fund I and PW Master Fund, constituting approximately 2.6% of the Shares outstanding.
 
Mr. Walsh, as the Managing Member and Chief Executive Officer of each of Atlas Fund GP and PW Master Fund GP and the Managing Member of PW Capital Management, may be deemed to beneficially own the 743,354 Shares beneficially owned in the aggregate by Atlas Fund GP, PW Master Fund GP and PW Capital Management, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 758,554 Shares or approximately 2.7% of the Shares outstanding.
 
 
27

 
CUSIP NO. 09180C 10 6
 
As of the close of business on the date hereof, the Onshore Fund owned directly 933,495 Shares, the Offshore Master Fund owned directly 1,339,440 Shares, the Wavefront Fund owned directly 278,813 Shares and the Spectrum Master Fund owned directly 87,536 Shares, constituting approximately 3.3%, 4.7%, 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 1,339,440 Shares owned directly by the Offshore Master Fund, constituting approximately 4.7% of the Shares outstanding.  The Spectrum Feeder Fund, as the owner of a controlling interest in the Spectrum Master Fund, may be deemed to beneficially own the 87,536 Shares owned directly by the Spectrum 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 Spectrum Master Fund, may be deemed to beneficially own the 2,639,284 shares of Common Stock owned in the aggregate by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund, constituting approximately 9.3% of the Shares outstanding.
 
Luxor Capital Group, as the investment manager of the Luxor Funds and the Separately Managed Account, may be deemed to beneficially own the 2,639,284 Shares owned in the aggregate by the Luxor Funds and the 107,168 Shares owned directly by the Separately Managed Account, constituting approximately 9.7% of the Shares outstanding.
 
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to beneficially own the 2,746,452 Shares beneficially owned by Luxor Capital Group, constituting approximately 9.7% of the Shares outstanding.
 
Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own the 2,746,452 Shares beneficially owned by Luxor Management, constituting approximately 9.7% of the Shares outstanding.
 
As of the close of business on the date hereof, none of Messrs. Bernzweig, McEachen, Neal and Pearlman directly owned any Shares.
 
As of the close of business on the date hereof, the Reporting Persons collectively beneficially owned an aggregate of 3,505,006 Shares, including 102,000 Shares underlying call options, constituting approximately 12.4% of the Shares outstanding.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
 
 
28

 
CUSIP NO. 09180C 10 6
 
(b)           Each of Atlas Fund II, Atlas Fund GP, PW Capital Management and Mr. Walsh have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by Atlas Fund II.
 
Each of Atlas Fund I, Atlas Fund GP, PW Capital Management and Mr. Walsh have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by Atlas Fund I.
 
Each of PW Master Fund, PW Master Fund GP, PW Capital Management and Mr. Walsh have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by PW Master Fund.
 
Mr. Walsh has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by him.
 
Each of the Onshore Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned directly by the Onshore Fund.
 
Each of the Wavefront Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned directly by the Wavefront Fund.
 
Each of the Offshore Master Fund, the Offshore Feeder Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned directly by the Offshore Master Fund.
 
Each of the Spectrum Master Fund, the Spectrum Feeder Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares owned directly by the Spectrum Master Fund.
 
Each of Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares held in the Separately Managed Account.
 
(c)           The transactions in securities of the Issuer effected by the Reporting Persons during the past 60 days are set forth on Schedule B attached hereto.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
(e)           Not applicable.
 
 
29

 
CUSIP NO. 09180C 10 6
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On February 28, 2014, each of the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, (i) they agreed to solicit proxies or written consents for the election of the Nominees to the Board at the Annual Meeting (the “Solicitation”), and (ii) they agreed that all expenses incurred in connection with the Solicitation shall be paid by Atlas Fund II and Luxor Capital Group as set forth therein.   A copy of this agreement is attached as an exhibit hereto and is incorporated herein by reference.
 
Atlas Fund II purchased exchange-listed call options referencing an aggregate of 28,000 Shares, which have an exercise price of $25.00 per Share and expire on March 22, 2014.  Atlas Fund II, Atlas Fund I, PW Master Fund and Mr. Walsh purchased exchange-listed call options referencing an aggregate of 57,000 Shares, which have an exercise price of $25.00 per Share and expire on April 19, 2014. Atlas Fund II and PW Master Fund purchased exchange-listed call options referencing an aggregate of 17,000 Shares, which have an exercise price of $25.00 per Share and expire on July 19, 2014.
 
On February 26, 2014, Atlas Fund II entered into a letter agreement, pursuant to which it and its affiliates agreed to indemnify Mr. Neal against claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions.
 
Each of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 765,160, 227,786, 1,113,520, 15,531 and 90,305 Shares, respectively.  The Derivative Agreements provide the Onshore Fund, the Wavefront Fund, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account 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, the Offshore Master Fund, the Spectrum Master Fund and the Separately Managed Account disclaim beneficial ownership in the Subject Shares.  The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
 
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
99.1           Joint Filing and Solicitation Agreement by and among PW Partners Atlas Fund II LP, PW Partners Atlas Fund LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC, Patrick Walsh and Jeffrey C. Neal on the one hand, and Luxor Capital Partners, LP, Luxor Wavefront, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Capital Partners Offshore, Ltd., Luxor Spectrum Offshore Master Fund, LP, Luxor Spectrum Offshore, Ltd., LCG Holdings, LLC, Luxor Capital Group, LP, Luxor Management, LLC, Christian Leone, Jason G. Bernzweig, Mark A. McEachen and Emanuel R. Pearlman on the other hand, dated February 28, 2014
 
99.2           Indemnification Letter Agreement by and between PW Partners Atlas Fund II LP and Jeffrey C. Neal, dated February 26, 2014
 
99.3           Powers of Attorney
 
 
30

 
CUSIP NO. 09180C 10 6
 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
Dated:  March 5, 2014

 
PW PARTNERS ATLAS FUND II LP
   
 
By:
PW Partners Atlas Funds, LLC
General Partner
   
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS ATLAS FUND LP
   
 
By:
PW Partners Atlas Funds, LLC
General Partner
   
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS MASTER FUND LP
   
 
By:
PW Partners, LLC
General Partner
   
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS ATLAS FUNDS, LLC
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer


 
PW PARTNERS, LLC
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member and Chief Executive Officer
 
 
31

 
CUSIP NO. 09180C 10 6

 
PW PARTNERS CAPITAL MANAGEMENT LLC
     
 
By:
/s/ Patrick Walsh
   
Name:
Patrick Walsh
   
Title:
Managing Member


 
/s/ Patrick Walsh
 
PATRICK WALSH

 
 
/s/ Patrick Walsh
 
PATRICK WALSH, as attorney-in-fact for Jeffrey C. Neal
 
 
32

 
CUSIP NO. 09180C 10 6
 
 
LUXOR CAPITAL PARTNERS, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR WAVEFRONT, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
     
 
By:
Luxor Capital Group, LP
Investment Manager
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel

 
 
LUXOR SPECTRUM OFFSHORE MASTER FUND, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel
 
 
33

 
CUSIP NO. 09180C 10 6
 
 
LUXOR SPECTRUM OFFSHORE, LTD.
     
 
By:
Luxor Capital Group, LP
Investment Manager
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel
 

 
LUXOR CAPITAL GROUP, LP
     
 
By:
Luxor Management, LLC
General Partner
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LCG HOLDINGS, LLC
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR MANAGEMENT, LLC
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel

 
 
/s/ Norris Nissim
 
NORRIS NISSIM, as Agent for Christian Leone


 
/s/ Norris Nissim
 
NORRIS NISSIM, as attorney-in-fact for Jason G. Bernzweig, Mark A. McEachen and Emanuel R. Pearlman
 
 
34

 
CUSIP NO. 09180C 10 6
 
SCHEDULE A
 
DIRECTORS AND EXECUTIVE OFFICERS OF EACH OF LUXOR CAPITAL PARTNERS OFFSHORE, LTD. AND LUXOR SPECTRUM OFFSHORE, LTD.
 
1.
Don M. Seymour
 
dms Management Ltd.
 
P.O. Box 31910 SMB
 
British American Centre, Tower 3
 
Dr. Roy’s Drive
 
George Town, Grand Cayman
 
Cayman Islands
 
Mr. Seymour is an employee of dms Management Ltd., a company that provides administrative services to Cayman Islands private investment companies.
 

 
2.
Alasdair Foster
 
Maples Fiduciary Services
 
PO Box 1093, Boundary Hall
 
Cricket Square
 
Grand Cayman
 
KY1-1102
 
Cayman Islands
 
Mr. Foster is an employee of Maples Fiduciary Services, a division of the MaplesFS group.  MaplesFS offers a comprehensive range of fiduciary and administration services to finance vehicles and investment funds.
 

 
3.           Christian Leone (See Item 2)
 
 
 

 
CUSIP NO. 09180C 10 6
 
SCHEDULE B
 
TRANSACTIONS IN THE SECURITIES OF THE ISSUER DURING THE PAST 60 DAYS
 
Class of Security
Amount of Securities
Purchased/(Sold)
Price ($)
Date of
Purchase/Sale
         
LUXOR CAPITAL PARTNERS, LP
   
Common Stock
4,953
 
30.7727
01/02/14
Common Stock
6,954
 
30.9298
01/02/14
Common Stock
10,552
 
30.9050
01/02/14
Common Stock
781
 
31.0072
01/02/14
Common Stock
9,374
 
30.9159
01/03/14
Common Stock
271
 
31.0975
01/03/14
Common Stock
45
 
30.7737
01/03/14
Common Stock
2,207
 
31.1130
01/03/14
Common Stock
17,699
 
31.1614
01/03/14
Common Stock
235
 
30.8644
01/03/14
Common Stock
10,869
 
31.1813
01/03/14
Common Stock
8,490
 
31.2000
01/03/14
Common Stock
493
 
31.2428
01/03/14
Common Stock
3,168
 
31.0400
01/06/14
Common Stock
1,220
 
30.8755
01/06/14
Common Stock
36
 
30.7622
01/06/14
Common Stock
5,915
 
31.2416
01/06/14
Common Stock
239
 
30.9171
01/06/14
Common Stock
10,859
 
31.1182
01/06/14
Common Stock
329
 
31.1339
01/06/14
Common Stock
1,873
 
31.3768
01/07/14
Common Stock
948
 
31.3679
01/07/14
Common Stock
4,493
 
31.3210
01/07/14
Common Stock
4,526
 
31.3536
01/07/14
Common Stock
1,834
 
31.2420
01/08/14
Common Stock
50,952
 
31.2313
01/08/14
Common Stock
6,263
 
31.1230
01/08/14
Common Stock
5,303
 
31.2335
01/08/14
Common Stock
645
 
31.1587
01/08/14
Common Stock
2,556
 
30.9942
01/09/14
Common Stock
25,651
 
31.0107
01/09/14
Common Stock
3,404
 
31.0000
01/09/14
Common Stock
8,471
 
30.9608
01/09/14
Common Stock
3,217
 
31.0147
01/10/14
Common Stock
4,971
 
30.7540
01/10/14
Common Stock
12,302
 
29.3475
01/14/14
Common Stock
43,467
 
29.3882
01/14/14
Common Stock
30,111
 
29.3889
01/14/14
Common Stock
1,361
 
29.3553
01/14/14
Common Stock
1,762
 
29.3768
01/14/14
Common Stock
4,049
 
29.9057
01/15/14
Common Stock
26,435
 
29.9535
01/15/14
Common Stock
1,581
 
30.3325
01/16/14
Common Stock
3,434
 
30.2176
01/16/14
 
 
 

 
CUSIP NO. 09180C 10 6
 
Common Stock
26,518
 
30.4270
01/16/14
Common Stock
7,755
 
30.4122
01/16/14
Common Stock
50,127
 
28.2918
01/17/14
Common Stock
75,021
 
28.7969
01/17/14
Common Stock
60,676
 
28.8759
01/17/14
Common Stock
16,721
 
28.2676
01/17/14
Common Stock
101
 
28.9100
01/17/14
Common Stock
2,020
 
28.7997
01/17/14
Common Stock
5,405
 
28.8913
01/17/14
Common Stock
16,788
 
28.9800
01/17/14
Common Stock
10,184
 
28.8628
01/21/14
Common Stock
31,765
 
29.3916
01/21/14
Common Stock
18,460
 
29.0652
01/21/14
Common Stock
5,813
 
29.4845
01/21/14
Common Stock
1,703
 
29.6488
01/22/14
Common Stock
2,670
 
29.5047
01/22/14
Common Stock
30,877
 
29.6672
01/22/14
Common Stock
8,215
 
29.6496
01/22/14
Common Stock
15,108
 
29.6950
01/23/14
Common Stock
24,308
 
28.9123
01/23/14
Common Stock
1,971
 
28.9179
01/23/14
Common Stock
3,395
 
29.0000
01/23/14
Common Stock
951
 
28.8058
01/24/14
Common Stock
6,920
 
29.0615
01/24/14
Common Stock
120,591
 
29.1953
01/27/14
Common Stock
16,951
 
28.9250
01/27/14
Common Stock
9,324
 
28.9250
01/27/14
Common Stock
10,286
 
28.8599
01/28/14
Common Stock
8,573
 
28.9227
01/28/14
         
LUXOR CAPITAL GROUP, LP
(Through Managed Account)
   
Common Stock
572
 
30.7727
01/02/14
Common Stock
802
 
30.9298
01/02/14
Common Stock
1,217
 
30.9050
01/02/14
Common Stock
90
 
31.0072
01/02/14
Common Stock
1,080
 
30.9159
01/03/14
Common Stock
32
 
31.0975
01/03/14
Common Stock
7
 
30.7737
01/03/14
Common Stock
255
 
31.1130
01/03/14
Common Stock
2,040
 
31.1614
01/03/14
Common Stock
26
 
30.8644
01/03/14
Common Stock
1,252
 
31.1813
01/03/14
Common Stock
978
 
31.2000
01/03/14
Common Stock
56
 
31.2428
01/03/14
Common Stock
366
 
31.0400
01/06/14
Common Stock
142
 
30.8755
01/06/14
Common Stock
5
 
30.7622
01/06/14
Common Stock
683
 
31.2416
01/06/14
Common Stock
27
 
30.9171
01/06/14
Common Stock
1,254
 
31.1182
01/06/14
Common Stock
38
 
31.1339
01/06/14
 
 
 

 
CUSIP NO. 09180C 10 6
 
Common Stock
216
 
31.3768
01/07/14
Common Stock
111
 
31.3679
01/07/14
Common Stock
518
 
31.3210
01/07/14
Common Stock
522
 
31.3536
01/07/14
Common Stock
210
 
31.2420
01/08/14
Common Stock
5,856
 
31.2313
01/08/14
Common Stock
720
 
31.1230
01/08/14
Common Stock
609
 
31.2335
01/08/14
Common Stock
74
 
31.1587
01/08/14
Common Stock
296
 
30.9942
01/09/14
Common Stock
2,958
 
31.0107
01/09/14
Common Stock
392
 
31.0000
01/09/14
Common Stock
976
 
30.9608
01/09/14
Common Stock
360
 
31.0147
01/10/14
Common Stock
559
 
30.7540
01/10/14
Common Stock
1,414
 
29.3475
01/14/14
Common Stock
4,996
 
29.3882
01/14/14
Common Stock
3,460
 
29.3889
01/14/14
Common Stock
156
 
29.3553
01/14/14
Common Stock
202
 
29.3768
01/14/14
Common Stock
460
 
29.9057
01/15/14
Common Stock
3,001
 
29.9535
01/15/14
Common Stock
182
 
30.3325
01/16/14
Common Stock
398
 
30.2176
01/16/14
Common Stock
3,060
 
30.4270
01/16/14
Common Stock
894
 
30.4122
01/16/14
Common Stock
5,779
 
28.2918
01/17/14
Common Stock
8,649
 
28.7969
01/17/14
Common Stock
6,998
 
28.8759
01/17/14
Common Stock
1,928
 
28.2676
01/17/14
Common Stock
11
 
28.9100
01/17/14
Common Stock
232
 
28.7997
01/17/14
Common Stock
622
 
28.8913
01/17/14
Common Stock
1,935
 
28.9800
01/17/14
Common Stock
1,162
 
28.8628
01/21/14
Common Stock
3,624
 
29.3916
01/21/14
Common Stock
2,105
 
29.0652
01/21/14
Common Stock
663
 
29.4845
01/21/14
Common Stock
190
 
29.6488
01/22/14
Common Stock
297
 
29.5047
01/22/14
Common Stock
3,435
 
29.6672
01/22/14
Common Stock
914
 
29.6496
01/22/14
Common Stock
1,743
 
29.6950
01/23/14
Common Stock
2,806
 
28.9123
01/23/14
Common Stock
227
 
28.9179
01/23/14
Common Stock
391
 
29.0000
01/23/14
Common Stock
110
 
28.8058
01/24/14
Common Stock
795
 
29.0615
01/24/14
Common Stock
13,889
 
29.1953
01/27/14
Common Stock
1,953
 
28.9250
01/27/14
Common Stock
1,073
 
28.9250
01/27/14
Common Stock
1,154
 
28.8599
01/28/14
Common Stock
961
 
28.9227
01/28/14
 
 
 

 
CUSIP NO. 09180C 10 6
 
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
   
Common Stock
7,101
 
30.7727
01/02/14
Common Stock
9,967
 
30.9298
01/02/14
Common Stock
15,123
 
30.9050
01/02/14
Common Stock
1,122
 
31.0072
01/02/14
Common Stock
13,457
 
30.9159
01/03/14
Common Stock
390
 
31.0975
01/03/14
Common Stock
64
 
30.7737
01/03/14
Common Stock
3,169
 
31.1130
01/03/14
Common Stock
25,408
 
31.1614
01/03/14
Common Stock
335
 
30.8644
01/03/14
Common Stock
15,601
 
31.1813
01/03/14
Common Stock
12,190
 
31.2000
01/03/14
Common Stock
709
 
31.2428
01/03/14
Common Stock
4,560
 
31.0400
01/06/14
Common Stock
1,756
 
30.8755
01/06/14
Common Stock
52
 
30.7622
01/06/14
Common Stock
8,514
 
31.2416
01/06/14
Common Stock
341
 
30.9171
01/06/14
Common Stock
15,628
 
31.1182
01/06/14
Common Stock
475
 
31.1339
01/06/14
Common Stock
2,679
 
31.3768
01/07/14
Common Stock
1,355
 
31.3679
01/07/14
Common Stock
6,424
 
31.3210
01/07/14
Common Stock
6,475
 
31.3536
01/07/14
Common Stock
2,633
 
31.2420
01/08/14
Common Stock
73,151
 
31.2313
01/08/14
Common Stock
8,992
 
31.1230
01/08/14
Common Stock
7,611
 
31.2335
01/08/14
Common Stock
928
 
31.1587
01/08/14
Common Stock
3,657
 
30.9942
01/09/14
Common Stock
36,700
 
31.0107
01/09/14
Common Stock
4,867
 
31.0000
01/09/14
Common Stock
12,121
 
30.9608
01/09/14
Common Stock
4,671
 
31.0147
01/10/14
Common Stock
7,220
 
30.7540
01/10/14
Common Stock
17,679
 
29.3475
01/14/14
Common Stock
62,462
 
29.3882
01/14/14
Common Stock
43,269
 
29.3889
01/14/14
Common Stock
1,953
 
29.3553
01/14/14
Common Stock
2,534
 
29.3768
01/14/14
Common Stock
5,794
 
29.9057
01/15/14
Common Stock
37,824
 
29.9535
01/15/14
Common Stock
2,271
 
30.3325
01/16/14
Common Stock
4,933
 
30.2176
01/16/14
Common Stock
38,095
 
30.4270
01/16/14
Common Stock
11,142
 
30.4122
01/16/14
Common Stock
71,920
 
28.2918
01/17/14
Common Stock
107,637
 
28.7969
01/17/14
Common Stock
87,056
 
28.8759
01/17/14
Common Stock
23,990
 
28.2676
01/17/14
 
 
 

 
CUSIP NO. 09180C 10 6
 
Common Stock
146
 
28.9100
01/17/14
Common Stock
2,895
 
28.7997
01/17/14
Common Stock
7,753
 
28.8913
01/17/14
Common Stock
24,089
 
28.9800
01/17/14
Common Stock
14,627
 
28.8628
01/21/14
Common Stock
45,623
 
29.3916
01/21/14
Common Stock
26,511
 
29.0652
01/21/14
Common Stock
8,351
 
29.4845
01/21/14
Common Stock
2,427
 
29.6488
01/22/14
Common Stock
3,806
 
29.5047
01/22/14
Common Stock
44,015
 
29.6672
01/22/14
Common Stock
11,711
 
29.6496
01/22/14
Common Stock
21,753
 
29.6950
01/23/14
Common Stock
34,998
 
28.9123
01/23/14
Common Stock
2,835
 
28.9179
01/23/14
Common Stock
4,890
 
29.0000
01/23/14
Common Stock
1,366
 
28.8058
01/24/14
Common Stock
9,929
 
29.0615
01/24/14
Common Stock
173,235
 
29.1953
01/27/14
Common Stock
24,351
 
28.9250
01/27/14
Common Stock
13,394
 
28.9250
01/27/14
Common Stock
14,580
 
28.8599
01/28/14
Common Stock
12,150
 
28.9227
01/28/14
         
LUXOR SPECTRUM OFFSHORE MASTER FUND, LP
   
Common Stock
465
 
30.7727
01/02/14
Common Stock
650
 
30.9298
01/02/14
Common Stock
987
 
30.9050
01/02/14
Common Stock
73
 
31.0072
01/02/14
Common Stock
877
 
30.9159
01/03/14
Common Stock
26
 
31.0975
01/03/14
Common Stock
4
 
30.7737
01/03/14
Common Stock
206
 
31.1130
01/03/14
Common Stock
1,652
 
31.1614
01/03/14
Common Stock
21
 
30.8644
01/03/14
Common Stock
1,014
 
31.1813
01/03/14
Common Stock
792
 
31.2000
01/03/14
Common Stock
46
 
31.2428
01/03/14
Common Stock
295
 
31.0400
01/06/14
Common Stock
114
 
30.8755
01/06/14
Common Stock
3
 
30.7622
01/06/14
Common Stock
549
 
31.2416
01/06/14
Common Stock
22
 
30.9171
01/06/14
Common Stock
1,007
 
31.1182
01/06/14
Common Stock
30
 
31.1339
01/06/14
Common Stock
176
 
31.3768
01/07/14
Common Stock
87
 
31.3679
01/07/14
Common Stock
416
 
31.3210
01/07/14
Common Stock
419
 
31.3536
01/07/14
Common Stock
174
 
31.2420
01/08/14
Common Stock
4,786
 
31.2313
01/08/14
Common Stock
588
 
31.1230
01/08/14
 
 
 

 
CUSIP NO. 09180C 10 6
 
Common Stock
498
 
31.2335
01/08/14
Common Stock
60
 
31.1587
01/08/14
Common Stock
238
 
30.9942
01/09/14
Common Stock
2,380
 
31.0107
01/09/14
Common Stock
315
 
31.0000
01/09/14
Common Stock
786
 
30.9608
01/09/14
Common Stock
297
 
31.0147
01/10/14
Common Stock
460
 
30.7540
01/10/14
Common Stock
1,141
 
29.3475
01/14/14
Common Stock
4,026
 
29.3882
01/14/14
Common Stock
2,789
 
29.3889
01/14/14
Common Stock
125
 
29.3553
01/14/14
Common Stock
163
 
29.3768
01/14/14
Common Stock
380
 
29.9057
01/15/14
Common Stock
2,475
 
29.9535
01/15/14
Common Stock
146
 
30.3325
01/16/14
Common Stock
314
 
30.2176
01/16/14
Common Stock
2,427
 
30.4270
01/16/14
Common Stock
709
 
30.4122
01/16/14
Common Stock
4,686
 
28.2918
01/17/14
Common Stock
7,013
 
28.7969
01/17/14
Common Stock
5,670
 
28.8759
01/17/14
Common Stock
1,562
 
28.2676
01/17/14
Common Stock
9
 
28.9100
01/17/14
Common Stock
188
 
28.7997
01/17/14
Common Stock
505
 
28.8913
01/17/14
Common Stock
1,569
 
28.9800
01/17/14
Common Stock
933
 
28.8628
01/21/14
Common Stock
2,907
 
29.3916
01/21/14
Common Stock
1,689
 
29.0652
01/21/14
Common Stock
532
 
29.4845
01/21/14
Common Stock
165
 
29.6488
01/22/14
Common Stock
258
 
29.5047
01/22/14
Common Stock
2,984
 
29.6672
01/22/14
Common Stock
794
 
29.6496
01/22/14
Common Stock
1,467
 
29.6950
01/23/14
Common Stock
2,356
 
28.9123
01/23/14
Common Stock
190
 
28.9179
01/23/14
Common Stock
329
 
29.0000
01/23/14
Common Stock
89
 
28.8058
01/24/14
Common Stock
645
 
29.0615
01/24/14
Common Stock
11,355
 
29.1953
01/27/14
Common Stock
1,596
 
28.9250
01/27/14
Common Stock
877
 
28.9250
01/27/14
Common Stock
1,070
 
28.8599
01/28/14
Common Stock
890
 
28.9227
01/28/14
         
LUXOR WAVEFRONT, LP
   
Common Stock
1,482
 
30.7727
01/02/14
Common Stock
2,083
 
30.9298
01/02/14
Common Stock
3,158
 
30.9050
01/02/14
Common Stock
234
 
31.0072
01/02/14
 
 
 

 
CUSIP NO. 09180C 10 6
 
Common Stock
2,815
 
30.9159
01/03/14
Common Stock
81
 
31.0975
01/03/14
Common Stock
13
 
30.7737
01/03/14
Common Stock
663
 
31.1130
01/03/14
Common Stock
5,316
 
31.1614
01/03/14
Common Stock
72
 
30.8644
01/03/14
Common Stock
3,264
 
31.1813
01/03/14
Common Stock
2,550
 
31.2000
01/03/14
Common Stock
148
 
31.2428
01/03/14
Common Stock
957
 
31.0400
01/06/14
Common Stock
368
 
30.8755
01/06/14
Common Stock
12
 
30.7622
01/06/14
Common Stock
1,788
 
31.2416
01/06/14
Common Stock
71
 
30.9171
01/06/14
Common Stock
3,279
 
31.1182
01/06/14
Common Stock
99
 
31.1339
01/06/14
Common Stock
562
 
31.3768
01/07/14
Common Stock
285
 
31.3679
01/07/14
Common Stock
1,349
 
31.3210
01/07/14
Common Stock
1,358
 
31.3536
01/07/14
Common Stock
549
 
31.2420
01/08/14
Common Stock
15,255
 
31.2313
01/08/14
Common Stock
1,876
 
31.1230
01/08/14
Common Stock
1,587
 
31.2335
01/08/14
Common Stock
193
 
31.1587
01/08/14
Common Stock
768
 
30.9942
01/09/14
Common Stock
7,711
 
31.0107
01/09/14
Common Stock
1,022
 
31.0000
01/09/14
Common Stock
2,546
 
30.9608
01/09/14
Common Stock
955
 
31.0147
01/10/14
Common Stock
1,477
 
30.7540
01/10/14
Common Stock
3,664
 
29.3475
01/14/14
Common Stock
12,949
 
29.3882
01/14/14
Common Stock
8,971
 
29.3889
01/14/14
Common Stock
405
 
29.3553
01/14/14
Common Stock
524
 
29.3768
01/14/14
Common Stock
1,217
 
29.9057
01/15/14
Common Stock
7,940
 
29.9535
01/15/14
Common Stock
470
 
30.3325
01/16/14
Common Stock
1,021
 
30.2176
01/16/14
Common Stock
7,884
 
30.4270
01/16/14
Common Stock
2,305
 
30.4122
01/16/14
Common Stock
14,988
 
28.2918
01/17/14
Common Stock
22,431
 
28.7969
01/17/14
Common Stock
18,142
 
28.8759
01/17/14
Common Stock
5,001
 
28.2676
01/17/14
Common Stock
33
 
28.9100
01/17/14
Common Stock
603
 
28.7997
01/17/14
Common Stock
1,615
 
28.8913
01/17/14
Common Stock
5,019
 
28.9800
01/17/14
Common Stock
3,039
 
28.8628
01/21/14
Common Stock
9,481
 
29.3916
01/21/14
Common Stock
5,509
 
29.0652
01/21/14
 
 
 

 
CUSIP NO. 09180C 10 6
 
Common Stock
1,735
 
29.4845
01/21/14
Common Stock
490
 
29.6488
01/22/14
Common Stock
769
 
29.5047
01/22/14
Common Stock
8,878
 
29.6672
01/22/14
Common Stock
2,362
 
29.6496
01/22/14
Common Stock
4,429
 
29.6950
01/23/14
Common Stock
7,128
 
28.9123
01/23/14
Common Stock
577
 
28.9179
01/23/14
Common Stock
995
 
29.0000
01/23/14
Common Stock
284
 
28.8058
01/24/14
Common Stock
2,062
 
29.0615
01/24/14
Common Stock
36,630
 
29.1953
01/27/14
Common Stock
5,149
 
28.9250
01/27/14
Common Stock
2,832
 
28.9250
01/27/14
Common Stock
2,910
 
28.8599
01/28/14
Common Stock
2,426
 
28.9227
01/28/14

 
PW PARTNERS ATLAS FUND II LP
         
Common Stock
2,200
 
30.7964
12/30/13
Common Stock
2,194
 
30.8901
12/31/13
Common Stock
1,600
 
30.8338
01/02/14
Common Stock
2,605
 
30.8875
01/03/14
Common Stock
3,714
 
30.6223
01/10/14
Common Stock
8,500
 
29.9314
01/13/14
Common Stock
4,214
 
29.6777
01/14/14
Common Stock
3,600
 
29.9260
01/15/14
Common Stock
7,000
 
28.0743
01/17/14
Common Stock
5,000
 
29.6709
01/22/14
Common Stock
13,089
 
29.0374
01/23/14
Common Stock
1,000
 
29.0000
01/24/14
Common Stock
17,000
 
29.3115
01/27/14
Common Stock
2,000
 
28.8140
01/28/14
Common Stock
9,000
 
28.9239
01/28/14
Common Stock
18,000
 
27.7458
01/29/14
Common Stock
6,000
 
27.4243
02/03/14
Common Stock
5,598
 
27.4726
02/04/14
Common Stock
6,000
 
27.1461
02/05/14
Common Stock
1,000
 
25.6300
02/20/14
Common Stock
20,000
 
25.0000
02/21/14
Common Stock
20,727
 
26.7752
02/25/14
Common Stock
96,400
 
26.8029
02/27/14
Common Stock
25,000
 
27.2900
02/28/14
Common Stock
10,000
 
27.4200
02/28/14
Common Stock
10,000
 
27.4300
02/28/14
Common Stock
5,000
 
27.6100
02/28/14
         
July 2014 Call Option
($25 Strike Price)
30
 
3.2000
02/25/14
April 2014 Call Option
($25 Strike Price)
30
 
2.4167
02/27/14
March 2014 Call Option
($25 Strike Price)
280
 
2.1100
02/27/14
 
 
 

 
CUSIP NO. 09180C 10 6
 
PW PARTNERS ATLAS FUND LP
         
Common Stock
300
 
30.7267
01/03/14
Common Stock
4,000
 
28.0300
01/17/14
Common Stock
3,000
 
27.7183
01/29/14
Common Stock
3,200
 
27.4625
02/03/14
Common Stock
500
 
26.0095
02/20/14
Common Stock
1,000
 
25.6300
02/20/14
Common Stock
5,000
 
25.0000
02/21/14
         
April 2014 Call Option
($25 Strike Price)
20
 
2.5500
02/25/14

 
PW PARTNERS MASTER FUND LP
         
Common Stock
(12,000)
 
30.8916
12/31/13
Common Stock
300
 
27.3300
02/03/14
Common Stock
200
 
27.4500
02/04/14
Common Stock
500
 
28.3520
02/13/14
Common Stock
1,500
 
25.8867
02/20/14
Common Stock
1,000
 
26.0000
02/21/14
Common Stock
1,000
 
26.8970
02/25/14
         
April 2014 Call Option
($25 Strike Price)
40
 
3.4150
02/03/14
April 2014 Call Option
($25 Strike Price)
60
 
4.3417
02/13/14
July 2014 Call Option
($25 Strike Price)
10
 
5.5000
02/14/14
April 2014 Call Option
($25 Strike Price)
50
 
1.7000
02/20/14
July 2014 Call Option
($25 Strike Price)
10
 
3.0000
02/20/14
April 2014 Call Option
($25 Strike Price)
70
 
2.5929
02/25/14