Page 7 of 9 – SEC Filing
| CUSIP No. 119848109 | SCHEDULE 13D | Page 6 of 8 |
This
amendment No. 19 to Schedule 13D (this Amendment No. 19), amends and supplements the Schedule 13D filed on July 25, 2016 (the Initial 13D and, as amended and supplemented through the date of this Amendment
No. 19, collectively, the Schedule 13D) with respect to the Common Stock, no par value (the Shares), of Buffalo Wild Wings, Inc., a Minnesota corporation (the Issuer). Capitalized terms not defined in this
Amendment No. 19 shall have the meaning ascribed to them in the Schedule 13D.
The information set forth in response to each separate
Item below shall be deemed to be a response to all Items where such information is relevant.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby supplementally amended as
follows:
On February 5, 2018, pursuant to the Agreement and Plan of Merger, dated November 27, 2017, by and among the Issuer,
Arbys Restaurant Group, Inc. (Arbys), and IB Merger Sub I Corporation, a wholly owned subsidiary of an affiliate of Arbys (Merger Sub), Merger Sub merged with and into the Issuer (the Merger),
with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of such affiliate of Arbys. As a result of the Merger, each Share that was issued and outstanding immediately prior to the effective time of the Merger was
converted into the right to receive $157.00 in cash, without interest and subject to applicable withholding taxes (the Merger Consideration), other than those Shares owned by Arbys or any subsidiary of Arbys or the Issuer
(which were cancelled without payment of any consideration). Thus, each Share held by the Reporting Persons as of the consummation of the Merger was converted into the right to receive the Merger Consideration.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and
restated in its entirety as follows:
(a) As of the date hereof, the Reporting Persons no longer beneficially own any securities of the
Issuer.
(b) As of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer.
(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Item 4 of this
Amendment No. 18, Exhibit Z and Exhibit AA, which are incorporated herein by reference. Except as set forth in Item 4 of this Amendment No. 18, Exhibit Z and Exhibit AA, there have been no other transactions by the Reporting Persons in the
securities of the Issuer in the past sixty days.
(d) Not applicable.
(e) Each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Shares following the completion of the
Special Meeting on February 2, 2018. Following the conversion of the Shares held by the Reporting Persons into cash in connection with the Merger as further described in Item 4, the Reporting Persons no longer beneficially own any securities of
the Issuer.
