Buffalo Wild Wings, Inc.
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(Name of Issuer)
|
Common Stock, no par value
|
(Title of Class of Securities)
|
119848109
|
(CUSIP Number)
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Richard T. McGuire III
Marcato Capital Management LP
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
(415) 796-6350
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
|
Copies to:
Richard M. Brand
Aly El Hamamsy
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-6000
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|
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October 13, 2016
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 119848109
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SCHEDULE 13D
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Page 2 of 11
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1
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NAMES OF REPORTING PERSON OR
|
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
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|||
Marcato Capital Management LP
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
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||||
3
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SEC USE ONLY
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||
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|||
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||||
4
|
SOURCE OF FUNDS
|
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AF
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
|
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|||
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||||
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
|
|
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
950,000
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|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
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☐
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||
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||||
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|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
|
||
5.2%
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|||
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||||
14
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TYPE OF REPORTING PERSON
|
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IA
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|||
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CUSIP No. 119848109
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SCHEDULE 13D
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Page 3 of 11
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1
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NAMES OF REPORTING PERSON OR
|
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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
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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
|
|
|
|||
|
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CUSIP No. 119848109
|
SCHEDULE 13D
|
Page 4 of 11
|
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
|
|
|
||
260,396
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
260,396
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
260,396
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.4%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
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|
|||
|
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CUSIP No. 119848109
|
SCHEDULE 13D
|
Page 5 of 11
|
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
|
|
|
||
26,009
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
26,009
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
26,009
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 119848109
|
SCHEDULE 13D
|
Page 6 of 11
|
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
|
|
|
||
663,595
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
663,595
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
663,595
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.6%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 119848109
|
SCHEDULE 13D
|
Page 7 of 11
|
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
|
|
|
||
100
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
100
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
100
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Less than 0.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. 119848109
|
SCHEDULE 13D
|
Page 8 of 11
|
CUSIP No. 119848109
|
SCHEDULE 13D
|
Page 9 of 11
|
Item 4.
|
Purpose of Transaction.
|
CUSIP No. 119848109
|
SCHEDULE 13D
|
Page 10 of 11
|
Item 7.
|
Material to be Filed as Exhibits.
|
CUSIP No. 119848109
|
SCHEDULE 13D
|
Page 11 of 11
|
|
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
|
|
|
|
|
|
|
|
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|
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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.
|
·
|
Transfer agent-level shareholder lists of the holders of record of the Company’s common stock dated as of September 13, 2016 and March 17, 2016. These lists did not provide any information regarding the identities or holdings of the actual beneficial owners of the common shares – information necessary to communicate with them and which is not only customarily provided but legally required to be provided; and
|
·
|
A list of holders of Company shares held through employee benefit plans, dated March 14, 2016. This list is over six-months old and only provides information with respect to approximately 1% of the Company’s outstanding shares.
|
·
|
Contact information that was omitted in the Company’s response (e.g., telephone numbers) with respect to each record holder and employee plan (a “Plan”) participant;
|
·
|
Dates on which each record holder became a holder of record of shares;
|
·
|
Name, business address and telephone number of the Plan’s trustee or administrator;
|
·
|
Detailed explanation of the voting treatment of (A) shares of Company stock (“Stock”) for which a trustee or administrator receives instructions from Plan participants and (B) shares of Stock for which either the trustee or administrator does not receive instructions or shares of Stock which are outstanding in any such Plan but are unallocated to any participant;
|
·
|
Complete record or list of the holders of Stock and respondent banks (and their email addresses) who have elected to receive electronic copies of proxy materials with respect to meetings of stockholders of the Company pursuant to Rule 14a-16(j)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”);
|
·
|
All information in possession or control of the Company or any of its transfer agents, registrars or proxy solicitors, or which can reasonably be obtained from DTC, brokers, dealers, banks, clearing agencies, voting trustees or their respective nominee, concerning the names, addresses, telephone numbers and number of shares of Stock held by the participating brokers and banks named in the individual nominee names of Cede & Co., specifically with respect to Cede & Co., the daily DTC Security Position Reports, or other similar depositories or nominees, including respondent bank lists, all omnibus proxies and related respondent bank proxies and listings issued pursuant to Rule 14b-2 under the Exchange Act;
|
·
|
All information in or that comes into the Company’s or its transfer agents’, registrars’ or proxy solicitors’ possession or control, or that can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or their respective nominee (including
|
·
|
Updates to all of the information described above on a rolling basis going forward.
|