UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 4)1
Build-A-Bear
Workshop, Inc.
(Name
of Issuer)
Common
Stock, $0.01 par value
(Title
of Class of Securities)
120076104
(CUSIP
Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive,
Suite 309
Coral
Springs, FL 33076
(631)
863-3100
AFSHIN
HAKIM, ESQ.
HAKIM
LAW GROUP
11812
San Vicente Blvd., Suite 380
Los
Angeles, CA 90049
(424)
299-8913
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
22, 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 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.
1
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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.
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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).
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(Continued
on following pages)
1
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NAME
OF REPORTING PERSONS
PHILOTIMO
FUND, LP
|
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 ITEM 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
802,871
(1)
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
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SHARED
DISPOSITIVE POWER
802,871
(1)
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
802,871
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
|
14
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TYPE
OF REPORTING PERSON
IA,
PN
|
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(1)
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Includes
options to purchase 132,000 shares of common stock of Issuer.
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1
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NAME
OF REPORTING PERSONS
KANEN
WEALTH MANAGEMENT, LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO;
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
FLORIDA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
8
|
SHARED
VOTING POWER
818,599
(1)
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
818,599
(1)
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
818,599
(1)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.13%
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14
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TYPE
OF REPORTING PERSON
IA,
OO
|
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(1)
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Includes
options to purchase 132,000 shares of common stock of Issuer.
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1
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NAME
OF REPORTING PERSONS
DAVID
L. KANEN
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF;
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE
VOTING POWER
886
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8
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SHARED
VOTING POWER
818,599
(1)
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9
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SOLE
DISPOSITIVE POWER
886
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10
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SHARED
DISPOSITIVE POWER
818,599
(1)
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,485
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.13%
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14
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TYPE
OF REPORTING PERSON
IN
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(1)
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Includes
options to purchase 132,000 shares of common stock of Issuer.
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The
following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This
Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
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Item
1.
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Security
and Issuer.
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This
statement relates to the common stock, $0.01 par value per share (the “Shares”), of Build-A-Bear Workshop,
Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is
1954 Innerbelt Business Center Drive, St. Louis, Missouri 63114.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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The
Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM were purchased with
the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market transactions. The Shares purchased by Mr. Kanen were purchased with personal funds
(which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market
transactions.
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Item
4.
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Purpose
of Transaction.
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The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities
available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable,
the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase
or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of,
or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a
continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment
strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the
Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in
discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment,
including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations
or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition),
potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving
the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares,
engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative
instruments, or changing their intention with respect to any and all matters referred to in Item 4.
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Item
5.
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Interest
in Securities of the Issuer.
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The
aggregate percentage of Shares reported owned by each person named herein is based upon 15,960,262 Shares outstanding, as of December
7, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on December 10, 2020.
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(a)
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As
of the close of business on March 3, 2021, Philotimo beneficially owned 802,871 Shares
(which includes options to purchase 132,000 Shares).
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Percentage:
Approximately 5.03%
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(b)
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1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 802,871
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 802,871
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(c)
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The
transactions in the Shares by Philotimo during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
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(a)
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As
of the close of business on March 3, 2021, KWM beneficially owned 15,728 Shares. KWM,
as the general partner of Philotimo, may be deemed the beneficial owner of the 802,871
Shares owned by Philotimo (which includes options to purchase 132,000 Shares).
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Percentage:
Approximately 5.13%
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(b)
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1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 818,599
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 818,599
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(c)
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The
transactions in the Shares by KWM during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. The transactions in the Shares on behalf
of Philotimo during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
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(a)
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As
of the close of business on March 3, 2021, Mr. Kanen directly beneficially owned 886
Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner
of the (i) 15,728 Shares owned by KWM and (ii) 802,871 Shares owned by Philotimo (which
includes options to purchase 132,000 Shares).
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Percentage:
Approximately 5.13%
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(b)
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1.
Sole power to vote or direct vote: 886
2. Shared power to vote or direct vote: 818,599
3. Sole power to dispose or direct the disposition: 886
4. Shared power to dispose or direct the disposition: 818,599
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(c)
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The
transactions in the Shares by Mr. Kanen during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. The transactions in the Shares on behalf
of each of KWM and Philotimo during the past sixty days are set forth in Schedule A and
are incorporated herein by reference.
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KWM,
in its role as investment manager to several customer accounts (collectively, the “Accounts”) to which it furnishes
investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer's
Shares held in the Accounts.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other
Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary
interest therein.
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(d)
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No
person other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
March 4, 2021
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KANEN
WEALTH MANAGEMENT, LLC
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By:
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/s/
David L. Kanen
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Name:
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David
L. Kanen
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Title:
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Managing
Member
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PHILOTIMO
FUND, LP
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By:
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Kanen Wealth Management, LLC
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its
general partner
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By:
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/s/
David L. Kanen
|
|
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Name:
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David
L. Kanen
|
|
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Title:
|
Managing
Member
|
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/s/
David L. Kanen
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DAVID
L. KANEN
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SCHEDULE
A
Transactions
in the Shares of the Issuer During the Past Sixty Days
Nature
of the Transaction
|
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Amount
of Shares
Purchased/(Sold)
|
|
Price
($)
|
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Date
of
Purchase/Sale
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PHILOTIMO
FUND, LP
Purchase
of Option Contract
|
52,700
|
2.5500
|
02/02/2021
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Sale
of Option Contract
|
48,500
|
1.4058
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02/02/2021
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Purchase
of Option Contract
|
104,800
|
2.6492
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02/03/2021
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Sale
of Option Contract
|
210,000
|
1.6629
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02/03/2021
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Sale
of Option Contract
|
74,800
|
1.6786
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02/03/2021
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Purchase
of Option Contract
|
100,700
|
2.7350
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02/04/2021
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Sale
of Option Contract
|
100
|
1.6500
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02/04/2021
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Purchase
of Option Contract
|
102,500
|
2.748
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02/05/2021
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Purchase
of Common Stock
|
8,500
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5.1272
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02/08/2021
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Purchase
of Option Contract
|
81,500
|
2.7399
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02/08/2021
|
Purchase
of Option Contract
|
5,000
|
2.8500
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02/09/2021
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Sale
of Common Stock
|
13,500
|
5.3800
|
02/10/2021
|
Purchase
of Common Stock
|
5,100
|
5.2000
|
02/10/2021
|
Purchase
of Common Stock
|
17,769
|
5.5544
|
02/10/2021
|
Purchase
of Option Contract
|
58,400
|
3.0384
|
02/10/2021
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Purchase
of Option Contract
|
70,000
|
3.0121
|
02/10/2021
|
Purchase
of Common Stock
|
7,765
|
5.8515
|
02/16/2021
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Purchase
of Option Contract
|
11,800
|
3.4000
|
02/16/2021
|
Purchase
of Common Stock
|
32,585
|
5.712
|
02/17/2021
|
Purchase
of Common Stock
|
74,715
|
5.5267
|
02/18/2021
|
Purchase
of Common Stock
|
464,700
|
2.5000
|
02/19/2021
|
Purchase
of Common Stock
|
24,612
|
6.2697
|
02/22/2021
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Option
Exercised
|
4,647
|
n/a
|
02/22/2021
|
Purchase
of Option Contract
|
9,300
|
3.7000
|
02/22/2021
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Purchase
of Common Stock
|
48,625
|
6.2479
|
02/23/2021
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KANEN
WEALTH MANAGEMENT, llC
Purchase
of Common Stock
|
1,900
|
6.2400
|
02/23/2021
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Purchase
of Common Stock
|
13,828
|
6.4961
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02/25/2021
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DAvid
L. Kanen
Purchase
of Common Stock
|
886
|
6.4961
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02/25/2021
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