Edgar Filing: BUILD A BEAR WORKSHOP INC

bml_13da3.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

BUILD-A-BEAR WORKSHOP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

120076 10 4

(CUSIP Number)

Braden M. Leonard

65 E. Cedar – Suite 2

Zionsville, IN 46077

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

May 30, 2014

(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. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 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 the 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).

CUSIP No. 120076 10 4

1	NAME OF REPORTING PERSON BML Investment Partners, L.P.(1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS		WC
5	CHECK 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	2,120,501(1)
	9	SOLE DISPOSITIVE POWER	0
	10	SHARED DISPOSITIVE POWER	2,120,501(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		2,120,501 Shares(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)		12.1%(2)
14	TYPE OF REPORTING PERSON (See Instructions)		PN

(1)

BML Investment Partners, L.P. is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC. The managing member of BML Capital Management, LLC is Braden M. Leonard. As a result, Braden M. Leonard is deemed to be the indirect owner of the shares held directly by BML Investment Partners, L.P. Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b)(1) of the Act.

(2)	Calculated based on 17,477,869 shares of Build-a-Bear Workshop, Inc.’s (the “Issuer’s”) common stock, par value $0.01 per share, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014.

CUSIP No. 120076 10 4

1	NAME OF REPORTING PERSON Braden M. Leonard(1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS		PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION		United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER	131,791(2)
	8	SHARED VOTING POWER	2,120,501(1)
	9	SOLE DISPOSITIVE POWER	126,296
	10	SHARED DISPOSITIVE POWER	2,120,501(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON		2,252,292 Shares(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)		12.9%(3)
14	TYPE OF REPORTING PERSON (See Instructions)		IN

(1)

(2)	Includes 5,495 shares of unvested restricted common stock as to which Mr. Leonard has voting but not dispositive power.

(3)	Calculated based on 17,477,869 shares of the Issuer’s common stock, par value $0.01 per share, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014.

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	Price Per Share ($)	Date of Sale
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