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 MO 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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2014
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)
Code V Amount (A) or (D) Price
Common Stock 02/24/2014 S(1) 23,000 D $8.13(2) 212,116 D
Common Stock 02/25/2014 M(1) 22,206 A $6.21 234,322 D
Common Stock 02/25/2014 S(1) 22,206(3) D $8.14(4) 212,116 D
Common Stock 02/25/2014 M(1) 61,608 A $6.59 273,724 D
Common Stock 02/25/2014 S(1) 61,608(3) D $7.89(5) 212,116(6) D
Common Stock 37,402 I Spouse
Common Stock 1,343,783 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $6.21 02/25/2014 M(1) 22,206 (7) 03/22/2021(7) Common Stock 22,206 $0 22,206 D
Employee Stock Option (Right to Buy) $6.59 02/25/2014 M(1) 61,608 (8) 03/23/2020(8) Common Stock 61,608 $0 20,536 D
Explanation of Responses:
1. The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
2. The reporting price is the weighted average sale price per share for 11 transactions in which the sale prices range from $8.08 to $8.37 per share. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate sale price upon request of the Securities and Exchange Commission staff, the issuer or any security holder of the issuer.
3. Shares sold as part of a cashless exercise of an employee stock option.
4. The reporting price is the weighted average sale price per share for 4 transactions in which the sale prices range from $8.12 to $8.16 per share. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate sale price upon request of the Securities and Exchange Commission staff, the issuer or any security holder of the issuer.
5. The reporting price is the weighted average sale price per share for 28 transactions in which the sale prices range from $7.78 to $8.08 per share. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate sale price upon request of the Securities and Exchange Commission staff, the issuer or any security holder of the issuer.
6. After giving effect to the transactions reported in this Form 4, Ms. Clark directly beneficially owns 100,701 shares of common stock and 111,415 shares of restricted stock along with 37,402 shares indirectly through her spouse and 1,343,783 shares indirectly through Smart Stuff, Inc. of Build-A-Bear Workshop, Inc. In addition, Ms. Clark holds vested options to purchase 71,234 shares and unvested options to purchase 42,742 shares of Build-A-Bear Workshop, Inc.'s common stock.
7. Under the terms of the grant, the options vested in four equal annual installments beginning on March 22, 2012, which was the first anniversary of the date of the grant.
8. Under the terms of the grant, the options vested in four equal annual installments beginning on March 23, 2011, which was the first anniversary of the date of the grant.
Remarks:
Eric Fencl, Attorney-in-Fact for Maxine Clark 02/26/2014
** 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).
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