Sec Form 4 Filing - TILLEY WILLIAM H @ BJs RESTAURANTS INC - 2012-12-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TILLEY WILLIAM H 2. Issuer Name and Ticker or Trading Symbol BJs RESTAURANTS INC [ BJRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2200 WEST VALLEY BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2012 (Street) ALHAMBRA, CA91803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, no par value 12/27/2012 G 240,000 D $ 33.13 1,138,321 D ( 4 ) Common Stock, no par value 12/27/2012 G 120,000 A $ 33.13 120,000 I By Son 2012 Trust ( 5 ) Common Stock, no par value 12/27/2012 G 120,000 A $ 33.13 120,000 I By Daughter 2012 Trust ( 5 ) Common Stock, no par value 1,678,519 I By The Jacmar Companies ( 1 ) Common Stock, no par value 26,913 I By son ( 2 ) Common Stock, no par value 17,313 I By daughter ( 3 ) Common Stock, no par value 4,000 I By Jacmar & Jaksick Investment Company ( 1 ) Common Stock, no par value 2,200 I By Nadine B. Tilley and William H. Tilley TTEE FBO Nadine B. Tilley Trust UDT 1/21/2003

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TILLEY WILLIAM H 2200 WEST VALLEY BLVD. ALHAMBRA, CA91803 X Signatures Dianne Scott Attorney-in-fact for William H. Tilley 12/28/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these securities, except to the extent of the reporting person's pecuniary interest therein. ( 2 )Mr. Tilley's son has holdings as follows: 13,000 shares in a 1992 Trust, 13,213 shares in a personal account and 700 shares in a Roth IRA. The reporting person disclaims beneficial ownership of these securities. ( 3 )Mr. Tilley's daughter has holdings as follows: 4,800 shares in a 1992 Trust, 12,213 shares in a personal account and 300 shares in a Roth IRA. The reporting person disclaims beneficial ownership of these securities. ( 4 )Mr. Tilley's direct holdings are as follows: 1,363,321 with the William H. Tilley Trust and 15,000 shares in the William Tilley Jacmar SEP IRA. ( 5 )The reporting person disclaims beneficial ownership of these securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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