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.
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Source and Amount of Funds or Other Consideration
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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.
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Interest in Securities of the Issuer
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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.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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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.
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CUSIP No. 119848109
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SCHEDULE 13D
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Page 8 of 9
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Item 7.
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Material to be Filed as Exhibits
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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 16, 2017*
Exhibit Q: Press Release and Letter, dated April 20, 2017*
Exhibit R: Presentation, dated April 20, 2017*
Exhibit S: Schedule of Transactions in Shares*
Exhibit T: Schedule of Transactions in Shares
* Previously filed.