SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SMITH SALLY J

(Last) (First) (Middle)
5500 WAYZATA BLVD.
SUITE 1600

(Street)
MINNEAPOLIS MN 55416

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BUFFALO WILD WINGS INC [ BWLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO & President
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/21/2013 M 3,000 A $9.08 68,553(1) D
Common Stock 02/21/2013 M 3,189 A $24.96 71,742(1) D
Common Stock 02/21/2013 S 4,114 D $75.343(2) 67,628(1) D
Common Stock 02/21/2013 J V 2,075(3) D $0 65,553(1) D
Common Stock 400 I By Daughter
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $9.08 02/21/2013 M 3,000 12/31/2006 05/28/2013 Common Stock 3,000 $0 0 D
Stock Option (right to buy) $24.96 02/21/2013 M 3,189 12/25/2011 12/28/2014 Common Stock 3,189 $0 0 D
Explanation of Responses:
1. Included in this amount are 11,234 restricted stock units which will vest in their entirety on March 15, 2015 and be settled at that time on a one for one basis in shares of the Company's common stock.
2. Reflects the weighted average price of 4,114 shares of common stock of Buffalo Wild Wings, Inc. sold by the reporting person in multiple transactions on February 21, 2013 with sale prices ranging from $75.20 to $75.728 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. The reporting person transferred 2,075 shares of the issuer's common stock to her ex-husband pursuant to a divorce settlement. The reporting person no longer reports as beneficially owned any securities owned by her ex-husband.
/s/ Julie M. Regnier, Attorney-in-Fact for Sally J. Smith 02/25/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.