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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

BJ’s Wholesale Club, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

05548J106

(CUSIP Number)

Michael Gennaro

LGP Management, Inc.

11111 Santa Monica Boulevard Suite 2000

Los Angeles, California 90025

(310) 954-0414

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 30, 2011

(Date of Event Which Requires Filing of Statement on Schedule 13D)

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), checking the following box. ¨

*	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. 05548J 10 6		Schedule 13D/A		Page 2 of 10 Pages


(1)	Names of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green Equity Investors V, L.P.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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 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 (See Instructions): ¨
(13)	Percent of Class Represented by Amount in Row (11): Not applicable.
(14)	Type of Reporting Person (See Instructions): PN


CUSIP No. 05548J 10 6		Schedule 13D/A		Page 3 of 10 Pages


(1)	Names of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green Equity Investors Side V, L.P.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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 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 (See Instructions): ¨
(13)	Percent of Class Represented by Amount in Row (11): Not applicable.
(14)	Type of Reporting Person (See Instructions): PN


CUSIP No. 05548J 10 6		Schedule 13D/A		Page 4 of 10 Pages


(1)	Names of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): GEI Capital V, LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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 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 (See Instructions): ¨
(13)	Percent of Class Represented by Amount in Row (11) Not applicable.
(14)	Type of Reporting Person (See Instructions): OO (Limited Liability Company)


CUSIP No. 05548J 10 6		Schedule 13D/A		Page 5 of 10 Pages


(1)	Names of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Green V Holdings, LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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 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 (See Instructions): ¨
(13)	Percent of Class Represented by Amount in Row (11): Not applicable.
(14)	Type of Reporting Person (See Instructions): OO (Limited Liability Company)


CUSIP No. 05548J 10 6		Schedule 13D/A		Page 6 of 10 Pages


(1)	Names of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): Leonard Green & Partners, L.P.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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 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 (See Instructions): ¨
(13)	Percent of Class Represented by Amount in Row (11): Not applicable.
(14)	Type of Reporting Person (See Instructions): PN


CUSIP No. 05548J 10 6		Schedule 13D/A		Page 7 of 10 Pages


(1)	Names of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only): LGP Management, Inc.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions): (a) ¨ (b) ¨
(3)	SEC Use Only:
(4)	Source of Funds (See Instructions):
(5)	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 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 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 (See Instructions): ¨
(13)	Percent of Class Represented by Amount in Row (11): Not applicable.
(14)	Type of Reporting Person (See Instructions): CO


CUSIP No. 05548J 10 6		Schedule 13D/A		Page 8 of 10 Pages

ITEM 1.

SECURITY AND ISSUER

This Amendment No. 5 to Schedule 13D (this “Amendment”) relates to shares (the “Shares”) of common stock, no par value (the “Common Stock”), of BJ’s Wholesale Club, Inc., a Delaware corporation (the “Issuer”).

The address of the Issuer’s principal executive offices is One Mercer Road, Natick, Massachusetts 01760.

ITEM 2.

IDENTITY AND BACKGROUND

The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

As of, and as a direct consequence of, the closing of the Merger (as defined in Amendment No. 3 to the Schedule 13D amended hereby, such Amendment No. 3 filed with the SEC on June 30, 2011), GEI V and GEI Side V own no Shares as of the date of this statement.

ITEM 4.

PURPOSE OF TRANSACTION

The disclosure provided in Item 4 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

On September 30, 2011, 5,100,000 Shares held by GEI V and GEI Side V were converted into shares of common stock of Beacon Holding Inc., a Delaware corporation, in connection with the closing of the Merger. The Reporting Persons therefore no longer own any Shares. The Reporting Persons’ beneficial ownership of the Issuer’s securities of any kind has dropped below the 5% Schedule 13D reporting threshold. Therefore, this Amendment constitutes the final amendment to the Reporting Persons’ Schedule 13D amended hereby, and an exit filing for the Reporting Persons.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER

The disclosure provided in Item 5 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

(a) As a result of the transaction described in Item 4, as of September 30, 2011, the Reporting Persons no longer beneficially own any Shares.

(b) As a result of the transaction described in Item 4, as of September 30, 2011, the Reporting Persons may no longer be deemed to have shared voting power over any Shares.

(c) Except for the transaction described in Item 4, there were no transactions in the Common Stock effected by the Reporting Persons since the filing of the Amendment No. 4 to the Schedule 13D amended hereby (filed with the SEC on September 22, 2011).

(e) As a result of the transaction described in Item 4, as of September 30, 2011, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment is true, complete and correct.

Dated as of October 3, 2011


Green Equity Investors V, L.P.
By:		GEI Capital V, LLC, its General Partner

By:		/s/ Michael Gennaro
Name:		Michael Gennaro
Title:		Chief Operating Officer and Secretary

Green Equity Investors Side V, L.P.
By:		GEI Capital V, LLC, its General Partner

By:		/s/ Michael Gennaro
Name:		Michael Gennaro
Title:		Chief Operating Officer and Secretary

GEI Capital V, LLC

By:		/s/ Michael Gennaro
Name:		Michael Gennaro
Title:		Chief Operating Officer and Secretary

Green V Holdings, LLC

By:		/s/ Michael Gennaro
Name:		Michael Gennaro
Title:		Chief Operating Officer and Secretary

Leonard Green & Partners, L.P.
By:		LGP Management, Inc., its General Partner

By:		/s/ Michael Gennaro
Name:		Michael Gennaro
Title:		Chief Operating Officer and Secretary

LGP Management, Inc.

By:		/s/ Michael Gennaro
Name:		Michael Gennaro
Title:		Chief Operating Officer and Secretary


CUSIP No. 05548J 10 6		Schedule 13D/A		Page 10 of 10 Pages

SCHEDULE 1

Directors and Executive Officers of LGPM


Name		Position with LGPM
John G. Danhakl		Director, Executive Vice President and Managing Partner
Peter J. Nolan		Director, Executive Vice President and Managing Partner
Jonathan D. Sokoloff		Director, Executive Vice President and Managing Partner
Michael Gennaro		Chief Operating Officer and Secretary
Cody L. Franklin		Chief Financial Officer and Assistant Secretary
Jonathan A. Seiffer		Senior Vice President
John M. Baumer		Senior Vice President
Timothy J. Flynn		Senior Vice President
James D. Halper		Senior Vice President
Michael J. Connolly		Senior Vice President
Todd M. Purdy		Senior Vice President
Michael S. Solomon		Senior Vice President
Usama N. Cortas		Principal
J. Kristofer Galashan		Principal
Alyse M. Wagner		Principal
Michael J. Kirton		Vice President
Oliver U. Nordlinger		Vice President
John J. Yoon		Vice President
Lily W. Chang		Vice President – Procurement
Lance J.T. Schumacher		Vice President – Tax

BJS WHOLESALE CLUB INC SC 13D/A