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*
Kanen David

(Last) (First) (Middle)
C/O BUILD-A-BEAR WORKSHOP, INC.
1954 INNERBELT BUSINESS CENTER DRIVE

(Street)
ST. LOUIS MO 63114

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BUILD A BEAR WORKSHOP INC [ BBW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 09/30/2019 P 3,000(1)(2) A $3.1293(3) 884,632 I Kanen Wealth Management, LLC(4)
Common Stock 52,584 D
Common Stock 535,007 I The Philotimo Fund, LP
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
1. Name and Address of Reporting Person*
Kanen David

(Last) (First) (Middle)
C/O BUILD-A-BEAR WORKSHOP, INC.
1954 INNERBELT BUSINESS CENTER DRIVE

(Street)
ST. LOUIS MO 63114

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kanen Wealth Management LLC

(Last) (First) (Middle)
5850 CORAL RIDGE DR., SUITE 309

(Street)
CORAL SPRINGS FL 33076

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Philotimo Fund, LP

(Last) (First) (Middle)
5850 CORAL RIDGE DR., SUITE 309

(Street)
CORAL SPRINGS FL 33076

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by David Kanen, Kanen Wealth Management, LLC ("KWM") and The Philotimo Fund, LP (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a group that may be deemed to collectively beneficially own approximately 9.7% of the Issuer's outstanding shares of Common Stock. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own.
2. Mr. Kanen beneficially owns, pursuant to the beneficial ownership rules of Section 13(d) of the Exchange Act, 1,472,223 shares of Common Stock, which represent approximately 9.7% of the Issuer's outstanding shares of Common Stock. Pursuant to such beneficial ownership rules, Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the 937,216 shares of Common Stock held in customer accounts managed by KWM (including the 52,584 shares held in Mr. Kanen's account) and the 535,007 shares of Common Stock held by The Philotimo Fund, LP, of which KWM is the general partner. Mr. Kanen expressly disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Mr. Kanen does not have a pecuniary interest under Section 16 of the Exchange Act in the shares of Common Stock held in customer accounts managed by KWM other than the 52,584 shares held in Mr. Kanen's account.
3. The reporting price is the weighted average purchase price per share for 13 transactions in which the purchase prices range from $3.12 to $3.13 per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate sale price upon request of the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer.
4. KWM does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM. The number reflected above excludes 52,584 shares held in Mr. Kanen's account as described in footnote 2 above.
Remarks:
/s/ Eric Fencl, as Attorney-in-Fact for the Reporting Persons 10/01/2019
** 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).
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