Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 11)

 

 

 

 

 

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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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. 11 to Schedule 13D (this “Amendment No. 11”), 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. 11, 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. 11 shall have the meaning ascribed to them in the Initial 13D. This Amendment No. 11 is being filed to report, among other things,  the acquisition of call options on Shares reported in Item 5 that resulted in a more than 1% increase in beneficial ownership.

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

The net investment costs (including commissions, if any) of the options on Shares directly owned by Marcato International is approximately $2,299,349. The amounts paid were funded by working capital.

 

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

(a) As of the date hereof, (i) Marcato, and Mr. McGuire may each be deemed to be the beneficial owner of 1,597,600 Shares (the “Marcato Shares”), constituting approximately 9.9% of the Shares, (ii) Marcato International may be deemed to be the beneficial owner of 1,565,000 Shares, constituting approximately 9.7% of the Shares and (iii) Marcato Special Opportunities Fund may be deemed to be the beneficial owner of 32,600 Shares, constituting approximately 0.2% of the Shares, each based upon 16,140,269 Shares outstanding as of April 25, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2017. The number of Shares set forth above with respect to Marcato, Mr. McGuire and Marcato International includes options to purchase Shares within the next 60 days.

(b) Marcato International may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 1,565,000 Shares and, therefore, may be deemed to be the beneficial owner of such Shares. Marcato Special Opportunities Fund may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 32,600 Shares and, therefore, may be deemed to be the beneficial owner of such 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 of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, may be deemed to be the beneficial owner of such 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 of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, may be deemed to be the beneficial owner of the such Shares. The number of Shares set forth above with respect to Marcato, Mr. McGuire and Marcato International includes options to purchase Shares within the next 60 days.

(c) The transactions by Marcato International in the securities of the Issuer during the past sixty days are set forth in Exhibit T, which is incorporated herein by reference.  Except as set forth in Exhibit T attached hereto, 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:

The Reporting Persons purchased American-style call options referencing an aggregate of 615,000 Shares, each with a strike price of $175, which are exercisable through June 16, 2017. The Reporting Persons purchased American-style put options referencing an aggregate of 950,000 Shares, each with a strike price of $150, which are exercisable through June 16, 2017. 

 

Item 7.

Material to be Filed as Exhibits

 

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:  May 17, 2017

 

 

	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

 

 

 

 

TRANSACTIONS

 

The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 17, 2017. All such transactions were purchases effected in the open market, and the table includes commissions paid in per unit prices.

¹ Represents Shares underlying American-style call options that are exercisable through June 16, 2017.

² Represents Shares underlying American-style put options that are exercisable through June 16, 2017.

 

 

 

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