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)

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

February 15, 2017

(Date of Event Which Requires Filing of this Statement)

CUSIP No. 119848109

SCHEDULE 13D

Page 4 of 9

 

1		NAME OF REPORTING PERSON OR
		I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Marcato International Master Fund Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)	☐
						(b)	☒
3		SEC USE ONLY
4		SOURCE OF FUNDS
		WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7		SOLE VOTING POWER
					0
			8		SHARED VOTING POWER
					950,000
			9		SOLE DISPOSITIVE POWER
					0
			10		SHARED DISPOSITIVE POWER
					950,000
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		950,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES					☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		5.4%
14		TYPE OF REPORTING PERSON
		OO

CUSIP No. 119848109

SCHEDULE 13D

Page 5 of 9

  

1		NAME OF REPORTING PERSON OR
		I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Marcato Special Opportunities Master Fund LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)	☐
						(b)	☒
3		SEC USE ONLY
4		SOURCE OF FUNDS
		WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)					☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7		SOLE VOTING POWER
					0
			8		SHARED VOTING POWER
					26,100
			9		SOLE DISPOSITIVE POWER
					0
			10		SHARED DISPOSITIVE POWER
					26,100
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		26,100
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES					☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		0.2%
14		TYPE OF REPORTING PERSON
		PN

CUSIP No. 119848109

SCHEDULE 13D

Page 6 of 9

 

This amendment No. 9 to Schedule 13D (this “Amendment No. 9”), 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. 9, 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”).   This Amendment No. 9 is being filed to reflect the addition of a new reporting person, Marcato Special Opportunities Master Fund LP (“Marcato Special Opportunities Fund”).  Capitalized terms not defined in this Amendment No. 9 shall have the meaning ascribed to them in the Initial 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 2 of the Initial 13D is hereby amended and restated in its entirety to read as follows:

(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 International Master Fund Ltd., a Cayman Islands exempted company (“Marcato International”) and Marcato Special Opportunities Fund, a Cayman Islands limited partnership.  Mr. McGuire is the managing partner of Marcato, the investment manager of Marcato International and Marcato Special Opportunities Fund.  Marcato, Mr. McGuire, Marcato International and Marcato Special Opportunities Fund 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 International and Marcato Special Opportunities Fund is c/o Marcato Capital Management LP, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.

(c) Mr. McGuire is the managing partner of Marcato, an entity that serves as investment manager of Marcato International and Marcato Special Opportunities Fund.  The principal business of Marcato International is to purchase, sell, trade and invest in securities.  The principal business of Marcato Special Opportunities Fund is to purchase, sell, trade and invest in securities.

 

(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.

 

Item 3 of the Initial 13D is hereby supplementally amended as follows:

The net investment costs (including commissions, if any) of the Shares directly owned by Marcato Special Opportunities Fund is approximately $4,090,000, including the net cost of Shares.  The amounts paid were funded by working capital.

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

(b) Marcato International 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 Special Opportunities Fund 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 26,100 Shares.  Marcato, as the investment manager of Marcato International and Marcato Special Opportunities Fund, 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 transactions by Marcato Special Opportunities Fund in the securities of the Issuer during the past sixty days are set forth in Exhibit O.  Except as set forth in Exhibit O, there have been no other transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.

(d) The limited partners of (or investors in) Marcato International and Marcato Special Opportunities Fund, 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.

 

 

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

On February 15, 2017, the Reporting Persons entered into a Joint Filing Agreement, dated February 15, 2017 (the “Joint Filing Agreement”).  A copy of the Joint Filing Agreement is attached hereto as Exhibit P and 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*

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 15, 2017

*   Previously filed.

 

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 16, 2017

 

	Marcato Capital Management LP¨
	By: Marcato Holdings LLC, its General Partner
	By:	/s/ Richard T. McGuire III
		Richard T. McGuire III, Authorized Person
	/s/ Richard T. McGuire III¨
	Richard T. McGuire III
	Marcato International Master Fund Ltd.
	By:	/s/ Richard T. McGuire III
		Richard T. McGuire III, Director
	Marcato Special Opportunities Master Fund LP
	By: MCM I General Partner LLC, its General Partner
	By:	/s/ Richard T. McGuire III
		Richard T. McGuire III, Authorized Person

 

Exhibit O

 

Fund	Trade Date	Transaction	Shares Bought (Sold)	Unit Proceeds/Cost	Security
Marcato Special Opportunities Master Fund LP	2/15/2017	Buy	25,500	$156.63	Common Stock
Marcato Special Opportunities Master Fund LP	2/16/2017	Buy	600	$157.95	Common Stock

 

Exhibit P

JOINT FILING AGREEMENT

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of the Issuer named herein, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated:  February 15, 2017