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)
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)
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