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BJs RESTAURANTS INC Major Shareholding Notification 2014

Mar 6, 2014

32567_mrq_2014-03-06_303bcbe7-9b76-4e17-abb8-bd5304ce3db5.zip

Major Shareholding Notification

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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.

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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.

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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”).

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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.

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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.

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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.

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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

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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
/s/ Patrick Walsh
Name: Patrick Walsh
Title: Managing Member and Chief Executive Officer
/s/ Patrick Walsh
Name: Patrick Walsh
Title: Managing Member and Chief Executive Officer

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CUSIP NO. 09180C 10 6

/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

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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

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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
/s/ Norris Nissim
Name: Norris Nissim
Title: General Counsel
/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

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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.

  1. 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.

  1. 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