UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)


Buffalo Wild Wings, Inc.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
119848109
(CUSIP Number)
 
 Richard T. McGuire III
Marcato Capital Management LP
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
(415) 796-6350
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
 
Copy to:
 
Richard M. Brand
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-6000
 
 
December 30, 2016
 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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. 119848109
 
SCHEDULE 13D
Page 2 of 12  
 
1
NAMES OF REPORTING PERSON OR
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
Marcato Capital Management LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
 
 
 
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
 
 
950,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
950,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
950,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.2%
 
 
 
 
14
TYPE OF REPORTING PERSON 
 
 
IA
 
 
 
 
 
 

 CUSIP No. 119848109
 
SCHEDULE 13D
Page 3 of 12  
 
1
NAMES OF REPORTING PERSON OR
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
Richard T. McGuire III
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
AF
 
 
 
 
5
CHECK BOX 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
 
 
950,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
950,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
950,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.2%
 
 
 
 
14
TYPE OF REPORTING PERSON 
 
 
IN
 
 
 
 
 
 

 CUSIP No. 119848109
 
SCHEDULE 13D
Page 4 of 12  
 
1
NAMES OF REPORTING PERSON OR
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
Marcato, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
 
 
 
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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON 
 
 
PN
 
 
 
 

 

 CUSIP No. 119848109
 
SCHEDULE 13D
Page 5 of 12  
 
1
NAMES OF REPORTING PERSON OR
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
Marcato II, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
 
 
 
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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON 
 
 
PN
 
 
 
 
 
 

 CUSIP No. 119848109
 
SCHEDULE 13D
Page 6 of 12  
 
1
NAMES OF REPORTING PERSON OR
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
Marcato International Master Fund, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
950,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
950,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
950,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.2%
 
 
 
 
14
TYPE OF REPORTING PERSON 
 
 
OO
 
 
 
 
 
 

 CUSIP No. 119848109
 
SCHEDULE 13D
Page 7 of 12  
 
1
NAMES OF REPORTING PERSON OR
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
Marcato NY LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
New York
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON 
 
 
OO
 
 
 
 
 


 CUSIP No. 119848109
 
SCHEDULE 13D
Page 8 of 12  
 

This amendment No. 7 to Schedule 13D (this “Amendment No. 7”), amends and supplements the Schedule 13D (the “Initial 13D”) filed on July 25, 2016 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 7, collectively the “Schedule 13D”) with respect to the Common Stock, no par value (the “Shares”), of Buffalo Wild Wings, Inc., a Minnesota corporation (the “Issuer”).  Capitalized terms not defined in this Amendment No. 7 shall have the meaning ascribed to them in the Initial 13D.

This Amendment No. 7 is being filed to update the beneficial ownership information in the Schedule 13D following an internal restructuring resulting in the transfer of the direct ownership of the Shares reported herein (the “Restructuring”). In connection with the Restructuring, (i) on December 30, 2016, (a) Marcato II, L.P. contributed all of its 26,270 Shares to Marcato, L.P., (b) Marcato, L.P. issued limited partnership interests in exchange for such Shares and (c) Marcato II, L.P. distributed such interests to its limited partners in-kind and such limited partners became limited partners of Marcato, L.P. and (ii) on January 3, 2017, Marcato, L.P. contributed all of its 283,057 Shares (which Shares include all 100 Shares previously held by   its wholly-owned subsidiary, Marcato NY LLC and all 26,270 Shares previously held by Marcato II, L.P.) to Marcato International Master Fund, Ltd., in exchange for shares of Marcato International Master Fund, Ltd. This Amendment No. 7 is an “exit filing” only with respect to Marcato, L.P., Marcato II, L.P. and Marcato NY LLC. The Restructuring did not constitute a change in numbers of Shares beneficially owned by either Marcato or Mr. McGuire.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
 


 CUSIP No. 119848109
 
SCHEDULE 13D
Page 9 of 12  
 
 
Item 2.
Identity and Background
 
  Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a), (f) This Schedule 13D is being filed by Marcato Capital Management LP, a Delaware limited partnership (“Marcato”), Richard T. McGuire III, a United States citizen, Marcato, L.P., a Delaware limited partnership, Marcato II, L.P., a Delaware limited partnership, Marcato International Master Fund, Ltd., a Cayman Islands exempted company and Marcato NY LLC, a New York limited liability company. Mr. McGuire is the managing partner of Marcato, the investment manager of Marcato International Master Fund, Ltd. Marcato, Mr. McGuire, Marcato, L.P., Marcato II, L.P., Marcato International Master Fund, Ltd. and Marcato NY LLC are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.”
 
(b) The principal business address for each of Marcato, Mr. McGuire, Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd. is c/o Marcato Capital Management LP, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.  The principal business address for Marcato NY LLC is c/o Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, NY 10281.
 
(c)  Mr. McGuire is the managing partner of Marcato, an entity that serves as investment manager of Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been 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 3.
Source and Amount of Funds or Other Consideration
 
  Item 3 of the Schedule 13D is hereby supplementally amended as follows:

The information contained in the explanatory note to this Amendment No. 7 is incorporated herein by reference.
 
 

 CUSIP No. 119848109
 
SCHEDULE 13D
Page 10 of 12  
 
 
Item 4.
Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplementally amended as follows:

The Restructuring and the transfer of Shares in connection therewith was consummated for internal structuring purposes.


Item 5.
Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

The information contained in the explanatory note to this Amendment No. 7 is incorporated herein by reference.

(a) As of the date hereof, (i) Marcato, Mr. McGuire and Marcato International Master Fund, Ltd. may each be deemed to be the beneficial owners of 950,000 Shares (the “Marcato Shares”), constituting approximately 5.2% of the Shares, based upon a total of 18,202,127 Shares outstanding as of October 25, 2016 (based on disclosure in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 28, 2016 ) and (ii) neither Marcato, L.P., Marcato II, L.P. nor Marcato NY LLC may be deemed to be the beneficial owner of any Shares.

(b) Neither Marcato, L.P., Marcato II, L.P. nor Marcato NY LLC may be deemed to have the shared power to vote or direct the vote (or the shared power to dispose or direct the disposition) of any Shares.  Marcato International Master Fund, Ltd. may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 950,000 Shares.  Marcato, as the investment manager of Marcato International Master Fund, Ltd., may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares. By virtue of Mr. McGuire’s position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares.

(c) The information contained in the explanatory note to this Amendment No. 7 is incorporated herein by reference.

(d) The limited partners of (or investors in) Marcato International Master Fund, Ltd., or their respective subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.
 
(e) As a result of the Restructuring, Marcato, L.P., Marcato II, L.P. and Marcato NY LLC each ceased to beneficially own any Shares.
 

 CUSIP No. 119848109
 
SCHEDULE 13D
Page 11 of 12  
 
 
Item 6. 
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplementally amended as follows:

The information contained in the explanatory note to this Amendment No. 7 is incorporated herein by reference.


Item 7. 
Material to be Filed as Exhibits

Exhibit A:  Joint Filing Agreement*
Exhibit B:  Schedule of Transactions in Shares*
Exhibit C:  Letter, dated August 17, 2016*
Exhibit D:  Presentation, dated August 25, 2016*
Exhibit E:  Schedule of Transactions in Shares*
Exhibit F:  Joinder Agreement*
Exhibit G:  Presentation, dated October 5, 2016*
Exhibit H:  Schedule of Transactions in Shares*
Exhibit I:  Letter, dated October 13, 2016*
Exhibit J:  Letter, dated December 6, 2016*
Exhibit K:  Schedule of Transactions in Shares*


 
*   Previously filed.
 


 CUSIP No. 119848109
 
SCHEDULE 13D
Page 12 of 12  
 
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  January 3, 2017
 
 
Marcato Capital Management LP ¨
 
  By:
Marcato Holdings LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Richard T. McGuire III
 
 
 
Richard T. McGuire III, Authorized Person
 
 
 
 
 
 
 /s/ Richard T. McGuire III ¨
 
 
Richard T. McGuire III
 
       
  
Marcato, L.P.
 
 
 
 
 
 
By:
MCM General Partner LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Richard T. McGuire III
 
 
 
Richard T. McGuire III, Authorized Person
 
 
 
 
 
 
Marcato II, L.P.
 
 
 
 
 
 
By:
MCM General Partner LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Richard T. McGuire III
 
 
 
Richard T. McGuire III, Authorized Person
 
 
 
 
 
 
Marcato International Master Fund, Ltd.
 
 
 
 
 
 
By:
/s/ Richard T. McGuire III
 
 
 
Richard T. McGuire III, Director
 
 
 
 
 
 
Marcato NY LLC
 
       
 
By:
Marcato, L.P., its Sole Member
 
       
 
By:
/s/ Richard T. McGuire III
 
   
Richard T. McGuire III, Authorized Person
 
 

  ¨
This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
 


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