Statement of Changes in Beneficial Ownership (4)
19 Janeiro 2023 - 06:14PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * John Sharon
Price |
2. Issuer Name and Ticker or Trading
Symbol BUILD-A-BEAR WORKSHOP INC [ BBW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
President and CEO |
(Last)
(First)
(Middle)
C/O BUILD-A-BEAR WORKSHOP, INC., 415 SOUTH 18TH
STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/17/2023
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(Street)
ST. LOUIS, MO 63103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
1/17/2023 |
|
M |
|
27225 (1) |
A |
$9.43 |
545657 |
D |
|
Common Stock |
1/17/2023 |
|
S |
|
25910 (1) |
D |
$23.5148 (2) |
519747 |
D |
|
Common Stock |
1/17/2023 |
|
S |
|
1315 (1) |
D |
$24.1197 (3) |
518432 |
D |
|
Common Stock |
1/18/2023 |
|
S |
|
16096 (1) |
D |
$22.6539 (4) |
502336 |
D |
|
Common Stock |
1/18/2023 |
|
S |
|
8746 (1) |
D |
$23.3668 (5) |
493590 |
D (6) |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Employee Stock Option (right to
buy) |
$9.43 |
1/17/2023 |
|
M |
|
|
27225 (1) |
3/18/2014 (7) |
3/18/2024 |
Common Stock |
27225 |
$0 |
0 |
D |
|
Explanation of
Responses: |
(1) |
The transaction was effected
pursuant to a Rule 10b5-1 trading plan adopted by the Reporting
Person. |
(2) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $23.22 to $23.99, inclusive.
The Reporting Person undertakes to provide to Build-A-Bear
Workshop, Inc., any security holder of Build-A-Bear Workshop, Inc.,
or the staff of the Securities and Exchange Commission, upon
request, full information regarding the number of shares sold at
each separate price within the range. |
(3) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $24.00 to $24.35, inclusive.
The Reporting Person undertakes to provide to Build-A-Bear
Workshop, Inc., any security holder of Build-A-Bear Workshop, Inc.,
or the staff of the Securities and Exchange Commission, upon
request, full information regarding the number of shares sold at
each separate price within the range. |
(4) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $22.31 to $22.99, inclusive.
The Reporting Person undertakes to provide to Build-A-Bear
Workshop, Inc., any security holder of Build-A-Bear Workshop, Inc.,
or the staff of the Securities and Exchange Commission, upon
request, full information regarding the number of shares sold at
each separate price within the range. |
(5) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $23.02 to $23.53, inclusive.
The Reporting Person undertakes to provide to Build-A-Bear
Workshop, Inc., any security holder of Build-A-Bear Workshop, Inc.,
or the staff of the Securities and Exchange Commission, upon
request, full information regarding the number of shares sold at
each separate price within the range. |
(6) |
After giving effect to the
transactions reported in this Form 4, Ms. John directly owns
397,487 shares of common stock and 96,103 shares of restricted
stock of Build-A-Bear Workshop, Inc. In addition, Ms. John holds
vested options to purchase 144,684 shares of Build-A-Bear Workshop,
Inc.'s common stock. |
(7) |
The options vest in equal
annual installments over three years from the date of the
grant. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
John Sharon Price
C/O BUILD-A-BEAR WORKSHOP, INC.
415 SOUTH 18TH STREET
ST. LOUIS, MO 63103 |
X |
|
President and CEO |
|
Signatures
|
/s/ Eric R. Fencl, attorney-in-fact for Sharon
Price John |
|
1/19/2023 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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