SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Build-A-Bear Workshop, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

120076104

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 

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CUSIP No. 120076104		13G

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Nokomis Capital, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,084,393
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,084,393
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,084,393
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.8% **
12		TYPE OF REPORTING PERSON*   IA, OO

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

 

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CUSIP No. 120076104		13G

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Brett Hendrickson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,084,393
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,084,393
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,084,393
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*   ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.8% **
12		TYPE OF REPORTING PERSON*   HC, IN

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 4(b).

 

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SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company (“Nokomis Capital”), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Common Stock, par value $0.01 per share (the “Common Stock”), of Build-A-Bear Workshop, Inc., a Delaware corporation (the “Issuer”).

This Schedule 13G relates to Common Stock of the Issuer purchased by Nokomis Capital through the accounts of certain private funds (collectively, the “Nokomis Accounts”). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 1,084,393 shares of Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 1,084,393 shares of Common Stock held by the Nokomis Accounts.

 

Item 1(a)

Name of Issuer.

Build-A-Bear Workshop, Inc.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices.

1954 Innerbelt Business Center Drive

St. Louis, Missouri 63114

 

Item 2(a)

Name of Person Filing.

Nokomis Capital, L.L.C. (“Nokomis Capital”) and Mr. Brett Hendrickson.

 

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

2305 Cedar Springs Rd., Suite 420

Dallas, TX 75201

 

Item 2(c)

Citizenship or Place of Organization.

Nokomis Capital is a limited liability company organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis Capital and is a United States citizen.

 

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Item 2(d)

Title of Class of Securities.

Common Stock, par value $0.01 per share (the “Common Stock”).

 

Item 2(e)

CUSIP Number.

120076104

 

Item 3

Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

		(a)		☐		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
		(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
		(c)		☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
		(d)		☐		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
		(e)		☒		An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
		(f)		☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
		(g)		☒		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
		(h)		☐		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
		(i)		☐		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
		(j)		☐		Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4

Ownership.

 

(a)

Nokomis Capital and Mr. Hendrickson are the beneficial owners of 1,084,393 shares of Common Stock.

 

(b)

Nokomis Capital and Mr. Hendrickson are the beneficial owners of 6.8% of the outstanding Common Shares. This percentage is determined by dividing 1,084,393 by 15,850,618, the number of shares of Common Stock issued and outstanding as of November 4, 2016, as reported in the Issuer’s Form 10-Q filed on November 10, 2016.

 

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(c)

Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 1,084,393 shares of Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 1,084,393 shares of Common Stock held by the Nokomis Accounts.

 

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9

Notice of Dissolution of Group.

Inapplicable.

 

Item 10

Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits

Exhibit 99.1

Joint Filing Agreement dated February 13, 2017, by and among Nokomis Capital and Mr. Hendrickson.

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2017

 

 

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EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Build-A-Bear Workshop, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 13, 2017.