SEC Filing | Build-A-Bear Workshop

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Clark Maxine

(Last)

(First)

(Middle)

C/O BUILD-A-BEAR WORKSHOP, INC.

1954 INNERBELT BUSINESS CENTER DRIVE

(Street)

ST. LOUIS

63114

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BUILD A BEAR WORKSHOP INC [ BBW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEBear & Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/17/2009		A		54,608⁽¹⁾	A	⁽²⁾	182,225	D
Common Stock	03/17/2009		A		122,309⁽³⁾	A	⁽²⁾	304,534⁽⁴⁾	D
Common Stock								37,402	I	Spouse
Common Stock								2,548,783	I	Smart Stuff Inc.

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$5.11	03/17/2009		A		105,016		03/17/2009⁽⁵⁾	03/17/2019	Common Stock	105,016	⁽⁶⁾	105,016	D

Explanation of Responses:

1. Grant to reporting person of 54,608 shares of restricted stock. The shares vest in equal annual installments over four years from the date of grant.

2. Price is not applicable to grants of restricted stock.

3. Grant to reporting person of 122,309 shares of restricted stock. These shares have three year cliff vesting and are granted subject to the shareholder approval of additional shares for the Company's Amended and Restated 2004 Stock Incentive Plan. These shares will be forfeited if the additional shares are not approved by the shareholders at the Issuer's annual meeting on May 14, 2009.

4. After giving effect to the transactions reported in this Form 4, Ms. Clark directly beneficially owns 28,281 shares of common stock and 276,253 shares of restricted stock along with 37,402 shares indirectly through her spouse and 2,548,783 shares indirectly through Smart Stuff, Inc. of Build-A-Bear Workshop, Inc. In addition, Ms. Clark holds vested options to purchase 116,234 shares and unvested options to purchase 105,016 shares of Build-A-Bear Workshop, Inc.'s common stock.

5. The options vest in equal annual installments over four years from the date of grant.

6. Price is not applicable to acquisitions resulting from grants of stock options.

	/s/ Maxine Clark	03/19/2009
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.