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* Klocke Tina (Last) (First) (Middle) C/O BUILD-A-BEAR WORKSHOP, INC. 1954 INNERBELT BUSINESS CENTRE DRIVE (Street) ST. LOUIS MO 63114 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2004	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) Director 10% Owner X Officer (give title below) Other (specify below) CFBear, Treasurer & Secy	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/29/2004
			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	20,491	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	04/03/2000	04/03/2010	Common Stock	100,000	0.465	D
Employee Stock Option (right to buy)	02/28/2001(1)	02/28/2011	Common Stock	23,000	6.04	D
Employee Stock Option (right to buy)	09/13/2001(1)	09/13/2011	Common Stock	15,000	6.1	D
Employee Stock Option (right to buy)	04/24/2004(2)	04/24/2013	Common Stock	25,000	9.1	D
Employee Stock Option (right to buy)	03/16/2005(2)	03/16/2014	Common Stock	25,000	8.78	D
Series D-1 Convertible Preferred Stock	(3)	(3)	Common Stock	3,870	(4)	I	Clark/Fox II, L.L.C.
Series D-2 Convertible Preferred Stock	(3)	(3)	Common Stock	10,783	(5)	I	Clark/Fox II, L.L.C.

Explanation of Responses:

1. The options vest 20% each year beginning on the date specified. All options will automatically vest upon the consummation of the Company's initial public offering.

2. The options vest 25% each year beginning on the date specified. All options will automatically vest upon the consummation of the Company's initial public offering.

3. Convertible upon demand. All shares of preferred stock will convert automatically upon consummation of the Company's initial public offering.

4. 1.200083-to-1.

5. 1.188825-to-1.

	/s/ Tina Klocke	11/01/2004
	** 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).
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