UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 2)
Build-A-Bear Workshop,
Inc.
(Name of
Issuer)
Common Stock, par value $0.01
per share
(Title of Class of Securities)
120076104
(CUSIP
Number)
J. Carlo
Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY 83414
(307)
733-2284
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 7, 2022
(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(b) 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).
SCHEDULE 13D
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Cannell Capital LLC
I.R.S. Identification Nos. of above persons (entities only)
94-3366999
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [ ]
(b) [ ] |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (See Instructions)
|
WC/OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
|
[ ] |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER*
|
1,667,034 |
8 |
SHARED VOTING POWER
|
0 |
9 |
SOLE DISPOSITIVE POWER*
|
1,667,034 |
10 |
SHARED DISPOSITIVE POWER
|
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,667,034 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
|
[ ] |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
10.70% |
14 |
TYPE OF REPORTING PERSON (See Instructions) |
|
|
IA |
|
|
*Based on information set forth on
the Form 10-Q of Build-A-Bear Workshop, Inc. (the "Company",
"Registrant", or "BBW") as filed with the Securities and Exchange
Commission on June 10, 2022, there were 15,586,751 shares of Common
Stock with par value $0.01 (the "Shares"), of the Company issued
and outstanding as of June 7, 2022.
As of September 7, 2022 (the
"Reporting Date"), Tristan Partners, L.P. ("Tristan"), the Tristan
Offshore Fund Ltd. ("Tristan Offshore"), Tonga Partners, L.P.
("Tonga") and sundry Separately Managed Accounts ("SMAs") and
collectively with Tristan and Tristan Offshore and Tonga (the
"Investment Vehicles"), held in the aggregate 1,667,034 Shares.
Cannell Capital LLC acts as the investment adviser to Tonga,
Tristan, Tristan Offshore and the SMAs. Mr. J. Carlo Cannell is the
sole managing member of Cannell Capital LLC. The Reporting Person
possesses the sole power to vote and to direct the disposition of
the Shares held by the Investment Vehicles.
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
J. Carlo Cannell
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) [ ]
(b) [ ] |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS (See Instructions)
|
WC/OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
|
[ ] |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER*
|
1,667,034 |
8 |
SHARED VOTING POWER
|
0 |
9 |
SOLE DISPOSITIVE POWER*
|
1,667,034 |
10 |
SHARED DISPOSITIVE POWER
|
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
1,667,034 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
|
[ ] |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
10.70% |
14 |
TYPE OF REPORTING PERSON (See Instructions) |
|
|
IN |
|
|
*Based on information set forth on
the Form 10-Q of Build-A-Bear Workshop, Inc. (the "Company",
"Registrant", or "BBW") as filed with the Securities and Exchange
Commission on June 10, 2022, there were 15,586,751 shares of Common
Stock with par value $0.01 (the "Shares"), of the Company issued
and outstanding as of June 7, 2022.
As of September 7, 2022 (the
"Reporting Date"), Tristan Partners, L.P. ("Tristan"), the Tristan
Offshore Fund Ltd. ("Tristan Offshore"), Tonga Partners, L.P.
("Tonga") and sundry Separately Managed Accounts ("SMAs") and
collectively with Tristan and Tristan Offshore and Tonga (the
"Investment Vehicles"), held in the aggregate 1,667,034 Shares.
Cannell Capital LLC acts as the investment adviser to Tonga,
Tristan, Tristan Offshore and the SMAs. Mr. J. Carlo Cannell is the
sole managing member of Cannell Capital LLC. The Reporting Person
possesses the sole power to vote and to direct the disposition of
the Shares held by the Investment Vehicles.
Item 1. Security
and Issuer
The title of the class of equity
securities to which this Schedule 13D relates is the Common Stock
par value $0.01 per share of Build-A-Bear Workshop, Inc., a
Delaware corporation.
The address of the principal
executive offices of the Company is 415 South 18th Street, Saint
Louis, MO 63103.
Item 2. Identity
and Background
a) The
name of the Reporting Person is J. Carlo Cannell (the "Reporting
Person").
The Reporting
Person is the sole managing member of Cannell Capital LLC, an
investment adviser to the following entities:
Tristan
Partners, L.P.
Tristan Offshore Fund, Ltd.
Tonga Partners, L.P.
Separately Managed Accounts
Set forth in the
attached Annex "A" and incorporated herein by reference is a
listing of the directors, general partners, managing members and
controlling persons of the Reporting Person and the Investment
Vehicles (collectively, the "Covered Persons"), and sets forth the
principal occupation, citizenship and principal place of business
of each Covered Person.
b) The
principal business address of the Reporting Person is:
245 Meriwether
Circle
Alta, WY 83414
c) The
principal business of the Reporting Person is the performance of
investment management and advisory services. The principal business
of the Investment Vehicles is investment in securities.
d) Neither
the Reporting Person, nor to the best of its knowledge, any of the
Investment Vehicles, has, in the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e) Neither
the Reporting Person, nor to the best of its knowledge, any of the
Investment Vehicles, has, 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 judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
f) The
place of organization of the Reporting Person is as follows:
The citizenship
of each Covered Person is set forth on the attached Annex A and
incorporated herein by reference.
Mr. J. Carlo
Cannell is the Managing Member of Cannell Capital LLC, a Wyoming
limited liability company.
Item 3. Source and
Amount of Funds or Other Considerations
The securities to which this
statement relates were acquired by the Reporting Person using the
working capital of each Investment Vehicle as follows:
Tristan Partners, L.P.: $4,901,989
Tristan Offshore Fund, Ltd.: $2,157,114
Tonga Partners, L.P.: $1,997,475
Separately Managed Accounts: $2,616,518
The Investment Vehicles have
invested an aggregate amount of approximately $11,673,096 in the
Shares.
Item 4. Purpose of
Transaction
Cannell Capital LLC, on behalf of
the Investment Vehicles, identified the Company as an entity
satisfying each of the Investment Vehicle's investment criteria.
The Investment Vehicles acquired these shares in the ordinary
course of business and not with the intent to change or influence
control of the Company. The Investment Vehicles continue to hold
the Shares as a long-term investment.
Mr. Cannell makes this filing to
disclose a message to all shareholders of the Company attached as
Exhibit 99.1. Depending on various factors including, without
limitation, the Company's financial position and investment
strategy, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions,
Mr. Cannell may in the future take such actions with respect to
their investment in the Company as they deem appropriate including,
without limitation, engaging in communications with management and
the Board of Directors of the Company, engaging in discussions with
stockholders of the Company or other third parties about the
Company and Mr. Cannell's investment, including potential business
combinations or dispositions involving the Company or certain of
its businesses, making recommendations or proposals to the Company
concerning changes to the capitalization, ownership structure,
board structure (including board composition), potential business
combinations or dispositions involving the Company or certain of
its businesses, or suggestions for improving the Company'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.
Item 5. Interest in
Securities of the Issuer
Based on information set forth on
the Form 10-Q of Build-A-Bear Workshop, Inc. (the "Company",
"Registrant", or "BBW") as filed with the Securities and Exchange
Commission on June 9, 2022, there were 15,586,751 shares of Common
Stock with par value $0.01 (the "Shares"), of the Company issued
and outstanding as of June 7, 2022.
(a) As of September 7, 2022,
for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may
be deemed to beneficially own 1,667,034 Shares, or approximately
10.70% of the Shares deemed issued and outstanding as of the
Reporting Date.
(b) Cannell Capital LLC
possesses the sole power to vote and to direct the disposition of
the Shares held by the Investment Vehicles.
(c) The following table
details the transactions during the sixty days on or prior to the
Reporting Date in Shares, or securities convertible into,
exercisable for or exchangeable for Shares, by Cannell Capital LLC
or any other person or entity controlled by him or any person or
entity for which he possesses voting or investment control over the
securities thereof (each of which was effected in an ordinary
brokerage transaction by Cannell Capital LLC on behalf of the
Investment Vehicles).
None.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
None.
Item 7. Material to
Be Filed as Exhibits
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.
September 7, 2022
|
Dated |
|
/s/ J. Carlo Cannell |
Signature |
|
J. Carlo Cannell, Managing Member |
Name/Title |
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 this 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.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
Build A Bear Workshop (NYSE:BBW)
Historical Stock Chart
From Jan 2023 to Feb 2023
Build A Bear Workshop (NYSE:BBW)
Historical Stock Chart
From Feb 2022 to Feb 2023