Filing Details

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)

Copy to:   Richard M. Brand Cadwalader, Wickersham & Taft LLP One World Financial Center New York, NY 10281 (212) 504-6000

December 30, 2016

(Date of Event Which Requires Filing of this Statement)

CUSIP No. 119848109

SCHEDULE 13D

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CUSIP No. 119848109

SCHEDULE 13D

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CUSIP No. 119848109

SCHEDULE 13D

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CUSIP No. 119848109

SCHEDULE 13D

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CUSIP No. 119848109

SCHEDULE 13D

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CUSIP No. 119848109

SCHEDULE 13D

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CUSIP No. 119848109

SCHEDULE 13D

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This amendment No. 7 to Schedule 13D (this “Amendment No. 7”), amends and supplements the Schedule 13D (the “Initial 13D”) filed on July 25, 2016 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 7, 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. 7 shall have the meaning ascribed to them in the Initial 13D.

This Amendment No. 7 is being filed to update the beneficial ownership information in the Schedule 13D following an internal restructuring resulting in the transfer of the direct ownership of the Shares reported herein (the “Restructuring”). In connection with the Restructuring, (i) on December 30, 2016, (a) Marcato II, L.P. contributed all of its 26,270 Shares to Marcato, L.P., (b) Marcato, L.P. issued limited partnership interests in exchange for such Shares and (c) Marcato II, L.P. distributed such interests to its limited partners in-kind and such limited partners became limited partners of Marcato, L.P. and (ii) on January 3, 2017, Marcato, L.P. contributed all of its 283,057 Shares (which Shares include all 100 Shares previously held by its wholly-owned subsidiary, Marcato NY LLC and all 26,270 Shares previously held by Marcato II, L.P.) to Marcato International Master Fund, Ltd., in exchange for shares of Marcato International Master Fund, Ltd. This Amendment No. 7 is an “exit filing” only with respect to Marcato, L.P., Marcato II, L.P. and Marcato NY LLC. The Restructuring did not constitute a change in numbers of Shares beneficially owned by either Marcato or Mr. McGuire.

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.

 

CUSIP No. 119848109

SCHEDULE 13D

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(a), (f) This Schedule 13D is being filed by Marcato Capital Management LP, a Delaware limited partnership (“Marcato”), Richard T. McGuire III, a United States citizen, Marcato, L.P., a Delaware limited partnership, Marcato II, L.P., a Delaware limited partnership, Marcato International Master Fund, Ltd., a Cayman Islands exempted company and Marcato NY LLC, a New York limited liability company. Mr. McGuire is the managing partner of Marcato, the investment manager of Marcato International Master Fund, Ltd. Marcato, Mr. McGuire, Marcato, L.P., Marcato II, L.P., Marcato International Master Fund, Ltd. and Marcato NY LLC are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.”

 

(b) The principal business address for each of Marcato, Mr. McGuire, Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd. is c/o Marcato Capital Management LP, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.  The principal business address for Marcato NY LLC is c/o Cadwalader, Wickersham & Taft LLP, 200 Liberty Street, New York, NY 10281.

 

(c)  Mr. McGuire is the managing partner of Marcato, an entity that serves as investment manager of Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information contained in the explanatory note to this Amendment No. 7 is incorporated herein by reference.

 

CUSIP No. 119848109

SCHEDULE 13D

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Item 4 of the Schedule 13D is hereby supplementally amended as follows:

The Restructuring and the transfer of Shares in connection therewith was consummated for internal structuring purposes.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

The information contained in the explanatory note to this Amendment No. 7 is incorporated herein by reference.

(a) As of the date hereof, (i) Marcato, Mr. McGuire and Marcato International Master Fund, Ltd. may each be deemed to be the beneficial owners of 950,000 Shares (the “Marcato Shares”), constituting approximately 5.2% of the Shares, based upon a total of 18,202,127 Shares outstanding as of October 25, 2016 (based on disclosure in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 28, 2016) and (ii) neither Marcato, L.P., Marcato II, L.P. nor Marcato NY LLC may be deemed to be the beneficial owner of any Shares.

(b) Neither Marcato, L.P., Marcato II, L.P. nor Marcato NY LLC may be deemed to have the shared power to vote or direct the vote (or the shared power to dispose or direct the disposition) of any Shares.  Marcato International Master Fund, Ltd. may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 950,000 Shares.  Marcato, as the investment manager of Marcato International Master Fund, Ltd., may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares. By virtue of Mr. McGuire’s position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares.

(c) The information contained in the explanatory note to this Amendment No. 7 is incorporated herein by reference.

(d) The limited partners of (or investors in) Marcato International Master Fund, Ltd., or their respective subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

 

(e) As a result of the Restructuring, Marcato, L.P., Marcato II, L.P. and Marcato NY LLC each ceased to beneficially own any Shares.

 

CUSIP No. 119848109

SCHEDULE 13D

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Item 6 of the Schedule 13D is hereby supplementally amended as follows:

The information contained in the explanatory note to this Amendment No. 7 is incorporated herein by reference.

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*

 

*   Previously filed.

 

CUSIP No. 119848109

SCHEDULE 13D

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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:  January 3, 2017