Explanatory Note
This Amendment No. 3 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, and the Amendment No. 2 filed on June 22, 2012 (as amended, the “Schedule 13D”). This Amendment No. 3 amends the Schedule 13D as specifically set forth.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
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 2,120,501 shares of Common Stock which were acquired using working capital. Braden M. Leonard individually owns 126,296 shares of Common Stock and 5,495 shares of unvested restricted 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, as discussed under Item 4 below.”
Item 4. Purpose of Transaction.
No material change.
Item 5. Interest in Securities of the Issuer.
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 June 3, 2014, Braden M. Leonard beneficially owned 2,252,292 shares of the Issuer’s Common Stock, which includes 126,296 shares of Common Stock and 5,495 shares of unvested restricted Common Stock as to which Mr. Leonard has voting but not dispositive power.
As of June 3, 2014, BML Investment Partners, L.P. beneficially owned 2,120,501 shares of the Issuer’s Common Stock.”
Percent of class:
As of June 3, 2014, Braden M. Leonard beneficially owned 12.9% of the Issuer’s Common Stock.
As of June 3, 2014, BML Investment Partners, L.P. beneficially owned 12.1% of the Issuer’s Common Stock.”
Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“(b) Mr. Leonard has sole voting power over 131,791 shares, sole dispositive power over 126,296 shares, and shared voting and dispositive power over 2,120,501 shares.
BML Investment Partners, L.P. has no sole voting or dispositive power over any shares, and shared voting and dispositive power over 2,120,501 shares.”
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.
|
Shares of
Common Stock Sold
|
|
|
|
|
|
|
36,651
|
|
13.8724
|
|
May 6, 2014
|
|
|
37,014
|
|
13.6499
|
|
May 7, 2014
|
|
|
26,335
|
|
13.6598
|
|
May 8, 2014
|
|
|
13,776
|
|
13.8612
|
|
May 9, 2014
|
|
|
61,224
|
|
13.8206
|
|
May 12, 2014
|
|
|
25,823
|
|
13.8387
|
|
May 13, 2014
|
|
|
4,851
|
|
13.7142
|
|
May 14, 2014
|
|
|
24,000
|
|
13.6527
|
|
May 19, 2014
|
|
|
7,485
|
|
13.5399
|
|
May 20, 2014
|
|
|
12,841
|
|
13.5321
|
|
May 21, 2014
|
|
|
25,077
|
|
14.3801
|
|
May 23, 2014
|
|
|
31,070
|
|
14.4708
|
|
May 27, 2014
|
|
|
5,221
|
|
14.0215
|
|
May 28, 2014
|
|
|
27,120
|
|
13.9000
|
|
May 29, 2014
|
|
|
61,512
|
|
13.9657
|
|
May 30, 2014
|
|
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. 3 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.
Date: June 3, 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
|
|
|
|
Date: June 3, 2014
|
|
/s/ Braden M. Leonard
|
|
|
Braden M. Leonard
|
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 June 3, 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
|