UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Build-A-Bear Workshop, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
120076104
(CUSIP Number)
Avram Glazer
777 South Flagler Drive
Suite 800, West Tower
West Palm Beach, Florida 33401
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 11, 2021
(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. ¨
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).
| CUSIP No. 120076104 | 13D | Page 1 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS
Avram Glazer Irrevocable Exempt Trust | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
(b) ¨
| ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
663,491 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
663,491 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,491 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16%(1) |
| 14 | TYPE OF REPORTING PERSON
OO |
| (1) | Based on 15,960,262 shares of Common Stock of the Issuer outstanding as of December 7, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 120076104 | 13D | Page 2 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS
Avram Glazer | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
(b) ¨
| ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
663,491 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
663,491 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,491 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16% (2) |
| 14 | TYPE OF REPORTING PERSON
IN |
| (2) | Based on 15,960,262 shares of Common Stock of the Issuer outstanding as of December 7, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 120076104 | 13D | Page 3 of 6 Pages |
Explanatory Note
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on May 18, 2020, as previously amended (the “Statement”), relating to common stock, $0.01 par value per share (the “Common Stock”), of Build-A-Bear Workshop, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
| ITEM 2. | Identity and Background. |
This statement is being filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):
| 1) | Avram Glazer Irrevocable Exempt Trust (the “Trust”); and |
| 2) | Avram Glazer (the “Trustee”). |
The Trust is organized in the State of Nevada. The Trustee is a citizen of the United States of America and is the trustee of the Trust. The business address for each of the Reporting Persons is 777 South Flagler Drive, Suite 800, West Tower, West Palm Beach, Florida 33401.
The present principal occupation of the Trustee is Executive Co-Chairman and Director of Manchester United plc, a professional sports club.
During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| ITEM 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
The Amendment No. 1 filing is being made to report that, as of March 11, 2021, none of the Reporting Persons beneficially own more than 5% of the Common Stock.
| ITEM 5. | Interest in Securities of the Issuer. |
(a) – (b)
The following sets forth, as of the date of this Statement, the aggregate number and percentage of Common Stock shares beneficially owned by each of the Reporting Persons, as well as the number of Common Stock shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, based on 15,960,262 Common Stock outstanding as of December 7, 2020.
| CUSIP No. 120076104 | 13D | Page 4 of 6 Pages |
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or direct the vote | Shared power to vote or to direct the vote | Sole of | Shared power to dispose or to direct the disposition of | ||||||||||||||||||
| Avram Glazer Irrevocable Exempt Trust | 663,491 | 4.16 | % | 0 | 663,491 | 0 | 663,491 | |||||||||||||||||
| Avram Glazer | 663,491 | 4.16 | % | 0 | 663,491 | 0 | 663,491 | |||||||||||||||||
The Trust is the record holder of 663,491 Common Stock. The Trustee is the trustee of the Trust, and in such capacity may be deemed to beneficially own the shares held of record by the Trust.
(c) The transactions in the Common Stock by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
(d) None.
(e) Not applicable.
| Item 7. | Materials to be Filed as Exhibits. |
| Exhibit Number |
Description | |
| 1 | Joint Filing Agreement by and between Avram Glazer Irrevocable Exempt Trust and Avram Glazer, dated as of March 15, 2021. |
| CUSIP No. 120076104 | 13D | Page 5 of 6 Pages |
SIGNATURES
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: | March 15, 2021 |
| Avram Glazer Irrevocable Exempt Trust | ||
| By: | /s/ Avram Glazer | |
| Name: | Avram Glazer | |
| Title: | Trustee | |
| Avram Glazer | ||
| /s/ Avram Glazer | ||
| Name: | Avram Glazer | |
| CUSIP No. 120076104 | 13D | Page 6 of 6 Pages |
Schedule A
Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days
| Reporting Person | Date of Transaction | Number of Shares Sold | Price Per Share1 | |||||||
| Avram Glazer Irrevocable Exempt Trust | 1/29/2021 | 8,416 | $ | 6.18 | ||||||
| Avram Glazer Irrevocable Exempt Trust | 3/11/2021 | 350,000 | $ | 8.09 | ||||||
1 Excluding any brokerage commissions.
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the Common Stock shares of Build-A-Bear Workshop, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 15th day of March, 2021.
| Avram Glazer Irrevocable Exempt Trust | ||
| By: | /s/ Avram Glazer | |
| Name: | Avram Glazer | |
| Title: | Trustee | |
| Avram Glazer | ||
| /s/ Avram Glazer | ||
| Name: | Avram Glazer | |