Edgar Filing: CLARK FOX II LLC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Clark Maxine

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2004

3. Issuer Name and Ticker or Trading Symbol
BUILD A BEAR WORKSHOP INC [BBW]

(Last)

(First)

(Middle)

C/O BUILD-A-BEAR WORKSHOP, INC.,Â 1954 INNERBELT BUSINESS CENTRE DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEBear & Chairman of the Board

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

ST. LOUIS,Â MOÂ 63114

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	274,815	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C-1 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	3,418,306	$ ⁽⁸⁾	I	Smart Stuff, Inc. ⁽²⁾
Series A-5 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	223,131	$ ⁽⁹⁾	I	Clark/Fox, L.L.C. ⁽³⁾
Seris B-4 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	258,686	$ ⁽⁸⁾	I	Clark/Fox, L.L.C. ⁽³⁾
Seris D-1 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	78,694	$ ⁽¹⁰⁾	I	Clark/Fox, L.L.C. ⁽³⁾
Series D-2 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	91,335	$ ⁽¹¹⁾	I	Clark/Fox, L.L.C. ⁽³⁾
Series D-1 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	177,061	$ ⁽¹⁰⁾	I	Clark/Fox II, L.L.C. ⁽⁴⁾
Series D-2 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	493,334	$ ⁽¹¹⁾	I	Clark/Fox II, L.L.C. ⁽⁴⁾
Series D-3 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	130,918	$ ⁽¹²⁾	I	Clark/Fox III, L.L.C. ⁽⁵⁾
Employee Stock Option (right to buy)	04/24/2004⁽⁶⁾	04/24/2008	Common Stock	36,234	$ 9.1	D	Â
Employee Stock Option (right to buy)	03/16/2005⁽⁶⁾	04/01/2014	Common Stock	36,234	$ 8.78	D	Â
Employee Stock Option (right to buy)	Â ⁽¹³⁾	04/03/2005	Common Stock	274,815	$ 4.5	D	Â
Employee Stock Option (right to buy)	Â ⁽¹⁴⁾	09/13/2006	Common Stock	30,000	$ 6.1	D	Â
Employee Stock Option (right to buy)	Â ⁽⁷⁾	09/13/2011	Common Stock	45,000	$ 6.1	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Clark Maxine C/O BUILD-A-BEAR WORKSHOP, INC. 1954 INNERBELT BUSINESS CENTRE DRIVE ST. LOUIS,Â MOÂ 63114	Â	Â	Â CEBear & Chairman of the Board	Â
Smart Stuff, Inc. 1954 INNERBELT BUSINESS CENTRE DRIVE ST. LOUIS,Â MOÂ 63114	Â	Â X	Â	Â
Clark/Fox, L.L.C. 1954 INNERBELT BUSINESS CENTRE DRIVE ST. LOUIS,Â MOÂ 63114	Â	Â X	Â	Â
CLARK FOX II LLC 1954 INNERBELT BUSINESS CENTER DRIVE ST LOUIS,Â MOÂ 63114	Â	Â X	Â	Â
Clark/Fox III, L.L.C. 1954 INNERBELT BUSINESS CENTRE DRIVE ST. LOUIS,Â MOÂ 63114	Â	Â X	Â	Â

Signatures

/s/ John Burtelow, Attorney-in-fact for Maxine Clark		10/27/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Convertible upon demand. All shares of preferred stock will convert automatically upon consummation of the Company's initial public offering.
(2)	Maxine Clark is the President and Sole Shareholder of Smart Stuff, Inc.
(3)	Maxine Clark is the Manager of Clark/Fox, L.L.C. Maxine Clark disclaims beneficial ownership of the shares owned by Clark/Fox, L.L.C. except to the extent of her pecuniary interest therein, which consists of 69,498 shares.
(4)	Maxine Clark is the Manager of Clark/Fox II, L.L.C. Maxine Clark disclaims beneficial ownership of the shares owned by Clark/Fox II, L.L.C. except to the extent of her pecuniary interest therein, which consists of 57,372 shares.
(5)	Maxine Clark is the Manager of Clark/Fox III, L.L.C. Maxine Clark disclaims beneficial ownership of the shares owned by Clark/Fox III, L.L.C. except to the extent of her pecuniary interest therein, which consists of 18 shares.
(6)	The options vest 25% each year beginning on the date specified. All options will automatically vest upon the consummation of the Company's initial public offering.
(7)	The options with respect to 15,000 shares vest on each of September 13, 2002, 2003 and 2004.
(8)	1-to-1
(9)	1.303334-to-1
(10)	1.200083-to-1
(11)	1.188825-to-1
(12)	1.183108-to-1
(13)	The options vest with respect to 54,963 shares on April 3, 2002, and 109,926 shares on each of April 3, 2003 and 2004.
(14)	The options vest with respect to 15,000 shares on each of September 13, 2001 and 2005.

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