UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment
No. 6)1
Build-A-Bear
Workshop, Inc.
(Name
of Issuer)
Common
Stock, $0.01 par value
(Title
of Class of Securities)
120076104
(CUSIP
Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive,
Suite 309
Coral
Springs, FL 33076
(631)
863-3100
09/13/2022
(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 that 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.
(Continued
on following pages)
1 | 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).
1 |
NAME
OF REPORTING PERSONS
PHILOTIMO
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 ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
602,095 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
602,095 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
602,095 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.01% |
14 |
TYPE
OF REPORTING PERSON
IA,
PN |
1 |
NAME
OF REPORTING PERSONS
KANEN
WEALTH MANAGEMENT, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
OO; AF
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
FLORIDA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
1,203,773 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
1,203,773 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,203,773 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.05% |
14 |
TYPE
OF REPORTING PERSON
IA,
OO |
1 |
NAME
OF REPORTING PERSONS
DAVID
L. KANEN |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
PF;
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
738 |
8 |
SHARED
VOTING POWER
1,203,035 |
9 |
SOLE
DISPOSITIVE POWER
738 |
10 |
SHARED
DISPOSITIVE POWER
1,203,035 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,203,773 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.05% |
14 |
TYPE
OF REPORTING PERSON
IN |
1 |
NAME
OF REPORTING PERSONS
PHILOTIMO
FOCUSED GROWTH AND INCOME FUND |
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 ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
-0- |
8 |
SHARED
VOTING POWER
252,600 |
9 |
SOLE
DISPOSITIVE POWER
-0- |
10 |
SHARED
DISPOSITIVE POWER
252,600 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,600 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.69% |
14 |
TYPE
OF REPORTING PERSON
IA,
OO |
The
following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment
No. 6 amends the Schedule 13D as specifically set forth herein.
Item
1. | Security
and Issuer. |
This
statement relates to the common stock, $0.01 par value per share (the “Shares”), of Build-A-Bear Workshop, Inc., a
Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1954 Innerbelt
Business Center Drive, St. Louis, Missouri 63114.
Item
2. |
Identity
and Background. |
(a)
This statement is filed by:
(i)
Philotimo Fund, LP, a Delaware limited partnership (“Philotimo”), with respect to the Shares directly and beneficially
owned by it;
(ii)
Kanen Wealth Management, LLC, a Florida limited liability company (“KWM”), as the general partner of Philotimo, the
investment manager of PHLOX, and with respect to the Shares directly and beneficially owned by it;
(iii)
David L. Kanen, as the managing member of KWM and with respect to the Shares directly and beneficially owned by him; and
(iv)
Philotimo Focused Growth and Income Fund, a series of World Funds Trust, a Delaware statutory trust (“PHLOX”), with
respect to the Shares directly and beneficially owned by it.
Item
3. | Source
and Amount of Funds or Other Consideration. |
The
Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM were purchased with the funds for
the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market transactions. The Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) in open market transactions.
Item
4. | Purpose
of Transaction. |
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares
on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)
- (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of
the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in
communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other
third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions
involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization,
ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer
or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional
Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares,
including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item
4.
Item
5. | Interest
in Securities of the Issuer. |
The
aggregate percentage of Shares reported owned by each person named herein is based upon 14,952,150 Shares outstanding, as of September
5th, 2022 which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on September 8th, 2022.
| (a) | As
of the close of business on September 14th, 2022, Philotimo beneficially owned
600,095 Shares. |
Percentage:
Approximately 4.01%
| (b) | 1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 600,095
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 600,095 |
| (c) | The
transactions in the Shares by Philotimo during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | As
of the close of business on September 14th, 2022, KWM beneficially owned 350,340
Shares. KWM, as the general partner of Philotimo, may be deemed the beneficial owner of the
600,095 Shares owned by Philotimo. KWM, as the advisor to the fund for PHLOX may be deemed
the beneficial owner of the 252,600 Shares owned by PHLOX. |
Percentage:
Approximately 8.05%
| (b) | 1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,203,035
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,203,035 |
| (c) | The
transactions in the Shares by KWM during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. The transactions in the Shares on behalf
of Philotimo during the past sixty days are set forth in Schedule A and are incorporated
herein by reference. |
| (a) | As
of the close of business on September 14th, 2022, Mr. Kanen directly beneficially
owned 738 Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial
owner of the (i) 350,340 Shares owned by KWM and (ii) 600,095 Shares owned by Philotimo,
and (iii) 252,600 Shares owned by PHLOX. |
Percentage:
Approximately 8.05%
| (b) | 1.
Sole power to vote or direct vote: 738
2. Shared power to vote or direct vote: 1,203.035
3. Sole power to dispose or direct the disposition: 738
4. Shared power to dispose or direct the disposition: 1,203.035 |
| (c) | Mr.
Kanen made no transactions in the Shares during the past sixty days. The transactions in
the Shares on behalf of each of KWM and Philotimo during the past sixty days are set forth
in Schedule A and are incorporated herein by reference. |
|
(a) |
As
of the close of business on September 14th, PHLOX beneficially owned 252,600 Shares. |
Percentage:
1.69 %
|
(b) |
1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 252,600
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 252,600 |
|
(c) |
The
transactions in the Shares by PHLOX since the previous filing are set forth in Schedule A and are incorporated herein by reference. |
KWM,
in its role as investment manager to several customer accounts (collectively, the “Accounts”) to which it furnishes
investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer's Shares
held in the Accounts.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| (d) | No
person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
Item
7. | Material
to be Filed as Exhibits. |
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
09/15/2022
|
KANEN WEALTH MANAGEMENT, LLC |
|
|
|
By: |
/s/ David L. Kanen |
|
|
Name: |
David L. Kanen |
|
|
Title: |
Managing Member |
|
PHILOTIMO
FUND, LP |
|
|
|
|
By: |
Kanen
Wealth Management, LLC |
|
|
its
general partner |
|
By: |
/s/ David L. Kanen |
|
|
Name: |
David L. Kanen |
|
|
Title: |
Managing Member |
|
/s/ David L. Kanen |
|
DAVID L. KANEN |
SCHEDULE
A
Transactions
in the Shares of the Issuer During the Past Sixty Days
Nature
of the Transaction | |
Amount
of Shares Purchased/(Sold) | | |
Price
($) | | |
Date
of Purchase/Sale | |
| |
| | |
| | |
| |
| |
| PHILOTIMO
FUND, LP | | |
| | | |
| | |
Purchase
of Common Stock | |
| 34,000 | | |
| 13.9023 | | |
| 09/14/2022 | |
| |
| | | |
| | | |
| | |
| |
| KANEN
WEALTH MANAGEMENT, llC | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Sale
of Common Stock | |
| 11 | | |
| 16.7734 | | |
| 07/20/2022 | |
| |
| | | |
| | | |
| | |
| |
| PHLOX | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Purchase
of Common Stock | |
| 125,000 | | |
| 14.7269 | | |
| 09/12/2022 | |
Purchase
of Common Stock | |
| 35,000 | | |
| 13.9160 | | |
| 09/13/2022 | |
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