false FY 9876543210 9876543210 2018-01-01 2018-12-31 9876543210 2018-06-30 9876543210 2008-12-31 iso4217:USD i:shares iso4217:USD i:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______

Commission file number 001-14905

BIRDBEAK THATAWAY INC.

(Exact name of Registrant as specified in its charter)

DE |  | 47-0813844
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
8080 Floppy Disk Drive, San Sushi, CA |  | 94025
(Address of principal executive office) |  | (Zip Code)

Registrant’s telephone number, including area code: (415) 555-1400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Name of each exchange on which registered |  | Ticker symbol
Class A common stock, $5 par value |  | New York Stock Exchange |  | BUTA

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months. Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated Filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2018: $327,898,000*

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

Indicate number of shares outstanding of each of the Registrant’s classes of common stock:

February 13, 2018—Class A common stock, $5 par value |  | 748 shares

DOCUMENTS INCORPORATED BY REFERENCE

Document |  | Incorporated In
Proxy Statement for Registrant’s Annual Meeting to be held May 5, 2018 |  | Part III

| * | This aggregate value is computed at the last sale price of the common stock on June 30, 2018. It does not include the value of Class A common stock (308,306 shares) and Class B common stock (64,644,309 shares) held by Directors and Executive Officers of the Registrant and members of their immediate families, some of whom may not constitute “affiliates” for purpose of the Securities Exchange Act of 1934.