Amended Statement of Beneficial Ownership (sc 13d/a)
23 9월 2020 - 7:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a)
(Amendment
No. 2)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
(Name,
Address of Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
18th, 2020
(Date
of Event Which Requires Filing of This Statement)
If
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 the schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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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 the “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. 05551A109
1
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NAME
OF REPORTING PERSON
PHILOTIMO
FUND, LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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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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☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
10,007
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
10,007
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,007
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
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14
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TYPE OF REPORTING PERSON
IA, PN
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CUSIP NO. 05551A109
1
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NAME
OF REPORTING PERSON
KANEN
WEALTH MANAGEMENT , LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
AF,
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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☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
FLORIDA
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NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
811,996
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
811,996
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,996
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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14
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TYPE OF REPORTING PERSON
IA, OO
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CUSIP NO. 05551A109
1
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NAME
OF REPORTING PERSON
DAVID
L. KANEN
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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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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☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
52,584
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8
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SHARED VOTING POWER
811,996
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9
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SOLE DISPOSITIVE POWER
52,584
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10
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SHARED DISPOSITIVE POWER
811,996
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
864,580
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 05551A109
The
following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment
No. 2 amends the Schedule 13D as specifically set forth herein.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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The
Shares previously 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 previously purchased by KWM
were purchased with 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 previously 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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Item
4 is hereby amended to add the following.
On
September 8th, David Kanen resigned from the Board of Directors of the Issuer.
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Item
5.
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Interest
in the Securities of the Issuer.
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The
aggregate percentage of Shares reported owned by each person named herein is based upon 15,591,553 Shares outstanding as of September
7th, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
September 10th, 2020.
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(a)
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As of the close of business on Sept. 22nd, 2020 Philotimo beneficially owned 10,007 Shares.
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Percentage: Approximately <0.1%
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(b)
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1.
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Sole power to vote or direct: 0
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2.
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Shared power to vote or direct vote: 10,007
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the disposition: 10,007
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(c)
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The transactions in the Shares by Philotimo made in 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 September 22nd,, 2020, KWM beneficially owned 801,989 Shares. KWM, as the general partner of Philotimo,
may be deemed to be the beneficial owner of the 10,007 Shares owned by Philotimo.
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Percentage: Approximately 5.2%
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(b)
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1.
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Sole power to vote or direct: 0
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2.
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Shared power to vote or direct vote: 811,996
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CUSIP NO. 05551A109
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3.
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Sole power to dispose or direct the disposition: 0
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4.
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Shared power to dispose or direct the disposition: 811,996
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(c)
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The transactions in the Shares by Philotimo made in 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 Sept. 22nd, 2020, Mr. Kanen beneficially owned 52,584 Shares. Mr. Kanen, as the managing member
of KWM, may be deemed to be the beneficial owner of the (i) 801,989 Shares owned by KWM and (ii) 10,007 Shares owned by Philotimo.
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Percentage: Approximately 5.5%
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(b)
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1.
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Sole power to vote or direct: 52,584
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2.
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Shared power to vote or direct vote: 811,996
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3.
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Sole power to dispose or direct the disposition: 10,007
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4.
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Shared power to dispose or direct the disposition: 811,996
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(c)
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Mr. Kanen has not entered into any transactions in the Shares of the Issuer during the past sixty days.
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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 the 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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(e)
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Not applicable.
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CUSIP NO. 05551A109
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:
09/22/2020
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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
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:
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Managing Member
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/s/
David L. Kanen
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DAVID L. KANEN
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CUSIP NO. 05551A109
SCHEDULE
A
Schedule
of Transactions in the Shares
Nature
of the Transaction
|
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Amount
of Shares
Purchased/(Sold)
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Price
per Share ($)
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Date
of
Purchase/Sale
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KANEN
WEALTH MANAGEMENT, llC
Sale of
Common Stock
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56,207
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3.2651
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08/21/2020
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Sale of Common Stock
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9,024
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3.2510
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08/22/2020
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Philotimo
fund, lp
Sale of
Common Stock
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525,000
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3.4119
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09/18/2020
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7
Build A Bear Workshop (NYSE:BBW)
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부터 9월(9) 2024 으로 10월(10) 2024
Build A Bear Workshop (NYSE:BBW)
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부터 10월(10) 2023 으로 10월(10) 2024