Sec Form 4 Filing - Galashan John Kristofer @ BJ's Wholesale Club Holdings, Inc. - 2019-09-16

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 Galashan John Kristofer 2. Issuer Name and Ticker or Trading Symbol BJ's Wholesale Club Holdings, Inc. [ BJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2019 (Street) LOS ANGELES, CA90025 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 09/16/2019 ( 1 ) J( 2 )( 3 )( 4 ) 6,989,930 D $ 0 2,987,094 ( 5 ) I See footnote ( 2 ) Common Stock 09/16/2019 ( 1 ) J( 2 )( 3 )( 4 ) 85,689 ( 6 ) A $ 0 85,689 D Common Stock 09/17/2019 S 42,844 D $ 25.68 42,845 D Common Stock 09/17/2019 G 42,845 ( 7 ) D $ 0 0 D Common Stock 09/17/2019 S 2,987,094 ( 8 ) D $ 25.68 0 ( 9 ) I See footnote ( 2 )

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. Transac tion 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 Galashan John Kristofer 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X Signatures /s/ Andrew C. Goldberg, attorney-in-fact 09/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Not applicable. ( 2 )Mr. J. Kristofer Galashan directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares of common stock, par value $0.01 per share, of the Issuer (the "Shares") owned by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and Beacon Coinvest LLC ("Beacon"). Mr. Galashan disclaims beneficial ownership of the Shares reported herein except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 3 )GEI V, GEI Side V, and Beacon issued instructions to their custodian requesting the immediate distribution of 5,092,345, 929,155, and 74,356 Shares reported as distributed on this row, respectively, to certain limited partners and members, as applicable, of GEI V, GEI Side V, and Beacon, pro rata in accordance with such limited partners' and members', as applicable, respective interests in GEI V, GEI Side V, and Beacon (the "LP Distribution"). GEI V and GEI Side V also issued instructions to their custodian requesting immediate distribution of 687,766 and 206,308 Shares reported as distributed on this row, respectively, to the general partner of GEI V and GEI Side V pursuant to the governing agreements of GEI V and GEI Side V (the "GP Distribution" and together with the LP Distribution, the "Distribution"). ( 4 )Following the GP Distribution, the general partner of GEI V and GEI Side V distributed the Shares not retained (as described in the following sentence) to its members. An aggregate of 1,690,865 Shares were retained for sale on behalf of the beneficial owners with respect to the LP Distribution, and an aggregate of 1,296,229 Shares were retained for sale or other disposition on behalf of the beneficial owners with respect to the GP Distribution. ( 5 )Following the Distribution, 1,661,443 Shares are owned by GEI V, 1,096,824 Shares are owned by GEI Side V, and 228,827 Shares are owned by Beacon, which shares are retained on behalf of the beneficial owners as described in footnote 4. ( 6 )Mr. Galashan received an aggregate of 85,689 Shares in the Distribution. ( 7 )Represents Shares that Mr. Galashan donated as a gift to a donor advised fund. ( 8 )1,661,443 Shares were sold by GEI V, 1,096,824 Shares were sold by GEI Side V, and 228,827 Shares were sold by Beacon. ( 9 )0 Shares are owned by GEI V, 0 Shares are owned by GEI Side V, and 0 Shares are owned by Beacon.

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