SEC Filing | Build-A-Bear Workshop

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kanen David

(Last)

(First)

(Middle)

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

1954 INNERBELT BUSINESS CENTER DRIVE

(Street)

ST. LOUIS

63114

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2019

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	52,584⁽¹⁾⁽²⁾	D
Common Stock	867,584	I	Kanen Wealth Management, LLC⁽³⁾
Common Stock	525,007	I	The Philotimo Fund, LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. This Form 3 is filed jointly by David Kanen, Kanen Wealth Management, LLC ("KWM") and The Philotimo Fund, LP (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a group that may be deemed to collectively beneficially own approximately 9.6% of the Issuer's outstanding shares of Common Stock. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own.

2. Mr. Kanen beneficially owns, pursuant to the beneficial ownership rules of Section 13(d) of the Exchange Act, 1,445,175 shares of Common Stock, which represent approximately 9.6% of the Issuer's outstanding shares of Common Stock. Pursuant to such beneficial ownership rules, Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the 920,168 shares of Common Stock held in customer accounts managed by KWM (including the 52,584 shares held in Mr. Kanen's account) and the 525,007 shares of Common Stock held by The Philotimo Fund, LP, of which KWM is the general partner. Mr. Kanen expressly disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Mr. Kanen does not have a pecuniary interest under Section 16 of the Exchange Act in the shares of Common Stock held in customer accounts managed by KWM other than the 52,584 shares held in Mr. Kanen's account.

3. KWM does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM. The number reflected above excludes 52,584 shares held in Mr. Kanen's account as described in footnote 2 above.

Remarks:

EXHIBIT LIST - Exhibit 24 - Power of Attorney for David Kanen, Kanen Wealth Management, LLC and The Philotimo Fund, LP

	/s/ Eric R. Fencl, as Attorney-in-Fact for the Reporting Persons	08/05/2019
	** 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 5 (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.

POWER OF ATTORNEY
FORMS 3, 4 AND 5

	Know all by these presents, that the undersigned hereby constitutes and
appoints Sharon Price John, Voin Todorovic and Eric Fencl, and each of them,
the undersigned's true and lawful attorneys-in-fact to:

	(1)     execute for and on behalf of the undersigned, in the undersigned's
	capacity as an officer and/or director of Build-A-Bear Workshop, Inc.
	(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
	Securities Exchange Act of 1934, as amended, and the rules thereunder
	(the "Exchange Act");

	(2)     do and perform any and all acts for and on behalf of the
	undersigned which may be necessary or desirable to complete and execute any
	such Form 3, 4, or 5, complete and execute any amendment or amendments
	thereto, and timely file such form with the United States Securities and
	Exchange Commission and any stock exchange or similar authority; and

	(3)	take any other action of any type whatsoever in connection with the
	foregoing which, in the opinion of such attorney-in-fact, may be of benefit
	to, in the best interest of, or legally required by, the undersigned, it
	being understood that the documents executed by such attorney-in-fact on
	behalf of the undersigned pursuant to this Power of Attorney shall be in
	such form and shall contain such terms and conditions as such attorney-in-
	fact may approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Exchange Act.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 5th day of August, 2019.

	/s/ David L. Kanen
	____________________________________
	David L. Kanen

	By: /s/ David L. Kanen
	____________________________________
	Kanen Wealth Management LLC,
	By: David L. Kanen, Managing Member

	By:/s/ David L. Kanen
	____________________________________
	The Philotimo Fund
	By:  David L. Kanen