UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
6
)*
Build A Bear Workshop Inc
(Name of
Issuer)
Common Stock, par value $0.01 per share
(Title of
Class of Securities)
120076104
(CUSIP
Number)
Braden Leonard,
BML Capital Management, LLC
65 E Cedar - Suite 2
Zionsville,
Indiana
46077
Phone : 317-344-2447
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 14, 2017
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
BML Investment Partners, L.P. (1) | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
1,308,000(1) | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1,308,000 (1) | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1,308,000 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
8.2 (2)%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
PN | |||||
(1) BML Investment Partners, L.P. is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC. The managing member
of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly
by BML Investment Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within
the meaning of Rule 13d-5(b)(1) of the Act.
(2) Calculated based on 16,033,667 shares of Build-a-Bear Workshop, Inc.’s (the “Issuer’s”) common stock, par value $0.01 per share, as reported on the
Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 10, 2017.
of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly
by BML Investment Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within
the meaning of Rule 13d-5(b)(1) of the Act.
(2) Calculated based on 16,033,667 shares of Build-a-Bear Workshop, Inc.’s (the “Issuer’s”) common stock, par value $0.01 per share, as reported on the
Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 10, 2017.
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Braden M. Leonard (1) | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
142,043 | |||||
8 |
SHARED
VOTING POWER
| ||||
1,308,000 (1) | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
142,043 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
1,308,000 (1) | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
1,450,043 (1) | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
9.0 (3)%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
(1) BML Investment Partners, L.P. is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC. The managing member
of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly
by BML Investment Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within
the meaning of Rule 13d-5(b)(1) of the Act.
(3) Calculated based on 16,033,667 shares of the Issuer’s common stock, par value $0.01 per share, as reported on the Issuer’s Form 10-Q filed with the
Securities and Exchange Commission on August 10, 2017.
of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly
by BML Investment Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within
the meaning of Rule 13d-5(b)(1) of the Act.
(3) Calculated based on 16,033,667 shares of the Issuer’s common stock, par value $0.01 per share, as reported on the Issuer’s Form 10-Q filed with the
Securities and Exchange Commission on August 10, 2017.
Item 1. | Security and Issuer |
No material change. |
Item 2. | Identity and Background |
(a) | No material change. |
(b) | No material change. |
(c) | No material change. |
(d) | No material change. |
(e) | No material change. |
(f) | No material change. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“BML Investment Partners, L.P. holds 1,308,000 shares of Common Stock which were acquired using working capital. Braden M. Leonard individually owns 142,043 shares of Common Stock, which he acquired using personal funds or received as grants in connection with his service on the Board of Directors of the Issuer. |
Item 4. |
Purpose
of Transaction
|
On September 14, 2017, Build-A-Bear Workshop Inc. (the "Company") announced that on September 12, 2017, Ms. Anne Parducci was elected to the board of directors (the “Board”) of Build-A-Bear Workshop, Inc. by the Board.
As previously announced by the Company in an 8-K filed on August 25, 2017, Braden M. Leonard gave notice to the Board of his decision to resign from the Board, effective upon the appointment of a successor director. Mr. Leonard’s resignation is not due to any disagreements with the Company. In conjunction with the appointment of Ms. Parducci, the Board accepted Mr. Leonard’s resignation effective September 12, 2017. |
(a) | N/A |
(b) | N/A |
(c) | N/A |
(d) | N/A |
(e) | N/A |
(f) | N/A |
(g) | N/A |
(h) | N/A |
(i) | N/A |
(j) | N/A |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“(a) Amount beneficially owned: As of September 27, 2017, Braden M. Leonard beneficially owned 1,450,043 shares of the Issuer’s Common Stock, which includes 142,043 shares of Common Stock as to which Mr. Leonard has voting but not dispositive power. As of September 27, 2017 BML Investment Partners, L.P. beneficially owned 1,308,000 shares of the Issuer’s Common Stock.” Percent of class: As of September 27, 2017, Braden M. Leonard beneficially owned 9.0% of the Issuer’s Common Stock. As of September 27, 2017 , BML Investment Partners, L.P. beneficially owned 8.2% of the Issuer’s Common Stock.” |
(b) | Mr. Leonard has sole voting power over 142,043 shares, sole dispositive power over 142,043 shares, and shared voting and dispositive power over 1,308,000 shares.
BML Investment Partners, L.P. has no sole voting or dispositive power over any shares, and shared voting and dispositive power over 1,308,000 shares.” |
(c) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“(c) During the past 60 days, BML Investment Partners, L.P. effected the following transactions in Issuer’s Common Stock. All of such transactions were effected in the open market. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
| 9/14/2017
9/15/2017 9/18/2017 9/19/2017 9/20/2017 9/22/2017 9/25/2017 9/26/2017 | (40000)
(5846) (34154) (17500) (4881) (26206) (14343) (7070) | 8.98
9.00 9.01 9.03 8.97 9.05 9.00 9.01 |
Except as set forth above, neither Mr. Leonard nor BML Investment Partners, L.P. purchased, sold, or acquired any additional shares of the Issuer’s
Common Stock during the 60 days prior to the filing of this Amendment No. 4 to Schedule 13D.” |
(d) | No material change. |
(e) | Not applicable |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
No material change. |
Item 7. |
Material
to Be Filed as Exhibits
|
Exhibit A: Agreement of Joint Filing. |
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.
BML Investment Partners, L.P., a Delaware limited partnership By: BML Capital Management, LLC, its general partner and an Indiana limited liability company | |||
September 27, 2017 | By: |
/s/
Braden M. Leonard | |
Managing Member | |||
September 27, 2017 | By: |
/s/
Braden M. Leonard | |
Braden M. Leonard | |||
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes: This Amendment No. 5 to Schedule 13D is being filed by the undersigned to amend the Schedule 13D filed by the reporting persons on April 28, 2011,
the Amendment No. 1 filed on May 21, 2012, the Amendment No. 2 filed on June 22, 2012, the Amendment No. 3 filed on June 3, 2014, the Amendment No. 4 filed on November 14, 2014, the Amendment No. 5 filed on January 27, 2015 (as amended, the “Schedule 13D”). This Amendment No. 6
amends the Schedule 13D as specifically set forth.
the Amendment No. 1 filed on May 21, 2012, the Amendment No. 2 filed on June 22, 2012, the Amendment No. 3 filed on June 3, 2014, the Amendment No. 4 filed on November 14, 2014, the Amendment No. 5 filed on January 27, 2015 (as amended, the “Schedule 13D”). This Amendment No. 6
amends the Schedule 13D as specifically set forth.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
Exhibit A
Agreement of Joint Filing
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the Common Stock, par value $0.01 per share, of Build-a-Bear Workshop, Inc. and that this agreement be included as an Exhibit to such filing and any amendment thereof.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of November 14, 2014.
|
|
BML INVESTMENT PARTNERS, L.P., a Delaware limited partnership
|
|
|
|
|
|
|
|
By: BML Capital Management, LLC, its general partner and an Indiana limited liability company
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Braden M. Leonard
|
|
|
|
Name: Braden M. Leonard
|
|
|
|
Title: Managing Member
|
|
|
|
|
|
|
|
/s/ Braden M. Leonard
|
|
|
|
Braden M. Leonard
|