13D Filing: Marcato Capital Management and Buffalo Wild Wings Inc (BWLD)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 19)

Buffalo Wild
Wings, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

119848109

(CUSIP Number)

Richard T. McGuire III

Marcato Capital Management LP

Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

(415) 796-6350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Richard M. Brand

Joshua
A. Apfelroth

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

(212)
504-6000

February 2, 2018

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 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 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 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).

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 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 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.

Exhibit A: Joint Filing Agreement*

Exhibit B: Schedule of Transactions in Shares*

Exhibit
C: Letter, dated August 17, 2016*

Exhibit D: Presentation, dated August 25, 2016*

Exhibit E: Schedule of Transactions in Shares*

Exhibit F:
Joinder Agreement*

Exhibit G: Presentation, dated October 5, 2016*

Exhibit H: Schedule of Transactions in Shares*

Exhibit I:
Letter, dated October 13, 2016*

Exhibit J: Letter, dated December 6, 2016*

Exhibit K: Schedule of Transactions in Shares*

Exhibit L:
Notice, dated February 6, 2017*

Exhibit M: Press Release, dated February 6, 2017*

Exhibit N: Form of Engagement and Indemnification Agreement*

Exhibit O: Schedule of Transactions in Shares*

Exhibit P: Joint
Filing Agreement, dated February 16, 2017*

Exhibit Q: Press Release and Letter, dated April 20, 2017*

Exhibit R: Presentation, dated April 20, 2017*

Exhibit S:
Schedule of Transactions in Shares*

Exhibit T: Schedule of Transactions in Shares*

Exhibit U: Press Release, dated June 2, 2017*

Exhibit V:
Schedule of Transactions in Shares*

Exhibit W: Schedule of Transactions in Shares*

Exhibit X: Voting Agreement, dated November 28, 2017*

Exhibit Y: Schedule of Transactions in Shares*

Exhibit Z:
Schedule of Transactions in Shares*

Exhibit AA: Schedule of Transactions in Shares*

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 5, 2018