Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
| Build-A-Bear Workshop, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 120076104 |
| (CUSIP Number) |
|
Frederick Tucker Golden c/o Solas Capital Management, LLC 1063 Post Road, 2nd Floor Darien, CT 06820 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| February 1, 2021 |
| (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 [ ]. |
| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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. | 120076104 |
| 1. | NAME OF REPORTING PERSON | |
| Solas Capital Management, LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| (a) | [_] | ||
| (b) | [X] | ||
| 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. | 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 | |
| 501,016 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | [_] | |
| 501,016 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
|
PERSON
|
||
| 501,016 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.1% |
| 14. | TYPE OF REPORTING PERSON | |
| IA | ||
| CUSIP No. | 120076104 |
| 1. | NAME OF REPORTING PERSON | |
| Frederick Tucker Golden |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| (a) | [_] | ||
| (b) | [X] | ||
| 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. | 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 | |
| 501,016 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | [_] | |
| 501,016 | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | |
|
PERSON
|
||
| 501,016 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES | ||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.1% |
| 14. | TYPE OF REPORTING PERSON | |
| IN, HC | ||
| Explanatory Note | This Schedule 13D Amendment No. 2 is being filed solely to reflect a correction to a typographical error contained in Exhibit B of Amendment No. 1. No other changes are being reported by this Amendment No. 2. |
| Item 1. | Security and Issuer. |
| This Schedule 13D Amendment No. 2 relates to the shares of common stock, par value $0.01 per share (the “Shares”), of Build-A-Bear Workshop, Inc., a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 415 South 18th St., St. Louis, Missouri 63103. | |
| Item 2. | Identity and Background. |
| (a), (b), (f) |
The names of the persons filing this Statement (the “Reporting Persons”) are Solas Capital Management, LLC, a Delaware limited liability company (“Solas”) and Frederick Tucker Golden, a United States Citizen (“Mr. Golden”). Mr. Golden is the portfolio manager of Solas.
The business address of each Reporting Person is c/o Solas Capital Management, LLC, 1063 Post Road, 2nd Floor, Darien, CT 06820. |
| (c) | The principal business of each Reporting Person is investment management. |
| (d), (e) | During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
| No borrowed funds were used to purchase the Shares other than any borrowed funds used for working capital purposes in the ordinary course of business. | |
| Item 4. | Purpose of Transaction. |
|
This Schedule 13D/A filing is being made to report that, as of January 27, 2021, none of the Reporting Persons beneficially own more than 5% of the Shares.
The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons have periodically engaged in, and may continue to engage in, discussions with management and the Board of Directors of the Issuer (the “Board”) as well as other stockholders and third parties concerning the business, operations, assets, governance and strategy of the Issuer.
Due to recent volatility in the market price of the Company’s Shares, the Reporting Persons have reduced their position to manage their exposure. The Reporting Persons continue to believe Shares are undervalued and represent an attractive investment opportunity, and the Reporting Persons are pleased to remain shareholders of the Company.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, further communications with management and the Board of the Issuer, nominating or recommending candidates to serve as members of the Board, having discussions with other stockholders and potential nominees to the Board, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. | |
| Item 5. | Interest in Securities of the Issuer. |
| (a), (b) |
According to the Issuer’s Form 10-Q filed on December 10, 2020, there were 15,960,262 Shares issued and outstanding as of December 7, 2020.
Solas has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 501,016 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 501,016 Shares.
Mr. Golden has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 501,016 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 501,016 Shares. |
| (c) | The transactions in the Shares by the Reporting Persons since the Reporting Persons’ most recent filing of Schedule 13D in respect of the Issuer are set forth in Exhibit B. |
| (d) | Not applicable |
| (e) | As of January 27, 2021, none of the Reporting Persons beneficially own more than 5% of the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
| Not applicable | |
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit A: Joint Filing Agreement | |
| Exhibit B: Schedule or Transactions |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 1, 2021
|
Solas Capital Management, LLC
| |
|
By: /s/ Frederick Tucker Golden | |
| Name: Frederick Tucker Golden | |
| Title: Portfolio Manager | |
| Frederick Tucker Golden | |
| /s/ Frederick Tucker Golden | |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D Amendment No. 2 dated February 1, 2021 relating to the Common Stock, par value $0.01 per share of Build-A-Bear Workshop, Inc. shall be filed on behalf of the undersigned.
|
Solas Capital Management, LLC
| |
|
By: /s/ Frederick Tucker Golden | |
| Name: Frederick Tucker Golden | |
| Title: Portfolio Manager | |
| Frederick Tucker Golden | |
| /s/ Frederick Tucker Golden | |
EXHIBIT B
The transactions in the Shares by the Reporting Persons since the Reporting Persons’ most recent filing of Schedule 13D in respect of the Issuer, which were in the open market, are as follows:
| Date of Transaction | Title of Class | Number of Shares Sold |
Price Per Share |
| 01/27/2021 | Common Stock, par value $0.01 per share | 875,172 | $6.99251 |
| 01/28/2021 | Common Stock, par value $0.01 per share | 123,812 | $8.19962 |
________________
1 This constitutes the weighted average sale price. The prices range from $5.50 to $8.40.
2 This constitutes the weighted average sale price. The prices range from $8.00 to $8.82.