BJs RESTAURANTS INC — Director's Dealing 2014

Aug 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BJs RESTAURANTS INC (BJRI)
CIK: 0001013488
Period of Report: 2014-07-30

Reporting Person: Walsh Patrick (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-30	Common Stock, no par value	A	1460	—	Acquired	16660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-30	Non-Qualified Stock Options	$34.24	A	4230	Acquired	2024-07-30	Common Stock, no par value (4230)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, no par value	1230509	Indirect
Common Stock, no par value	13585	Indirect
Common Stock, no par value	66000	Indirect

Footnotes

F1: Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

F2: Represents securities owned directly by PW Partners Atlas Fund II LP ("Atlas Fund II"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Partners Capital Management LLC ("PW Capital Management"), the Investment Manager of Atlas Fund II, and as the Managing Member and Chief Executive Officer of PW Partners Atlas Funds, LLC ("Atlas Fund GP"), the General Partner of Atlas Fund II, may be deemed to beneficially own the securities owned directly by Atlas Fund II. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: Represents securities owned directly by PW Partners Master Fund LP ("Master Fund"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Capital Management, the Investment Manager of Master Fund, and as the Managing Member and Chief Executive Officer of PW Partners, LLC, the General Partner of Master Fund, may be deemed to beneficially own the securities owned directly by Master Fund. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F4: Represents securities owned directly by PW Partners Atlas Fund LP ("Atlas Fund I"). The Reporting Person, solely by virtue of his position as the Managing Member of PW Capital Management, the Investment Manager of Atlas Fund I, and as the Managing Member and Chief Executive Officer of Atlas Fund GP, the General Partner of Atlas Fund I, may be deemed to beneficially own the securities owned directly by Atlas Fund I. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F5: The options become exercisable in three equal annual installments beginning on the first anniversary of the grant date.