SEC Form 4 · accession 0001140361-17-044528
BUFFALO WILD WINGS INC · BWLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 28, 2017
Accepted (ET)
Nov 30, 2017 · 9:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001062449
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4,F5 | Nov 28, 2017 | S | 200,094 | $155.54 | D | 992,399 | I | See footnotes |
| Common StockF6,F3,F4,F5 | Nov 29, 2017 | S | 602,160 | $155.57 | D | 992,399 | I | See footnotes |
| Common StockF7,F3,F4,F5 | Nov 30, 2017 | S | 185,030 | $155.61 | D | 992,399 | I | See footnotes |
| Common StockF3,F4,F5 | Nov 30, 2017 | P | 37,284 | $155.68 | A | 992,399 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction represents a short sale against the box that will be covered within 20 days.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions by Marcato International Master Fund, Ltd., a Cayman Islands exempted company ("Marcato International") through a broker-dealer at prices ranging from $155.51 to $155.54. Marcato Capital Management, LP, a Delaware limited partnership ("Marcato") and the other reporting persons undertake to provide Buffalo Wild Wings, Inc., any security holder of Buffalo Wild Wings, 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 set forth in footnote 2 to this Form 4.
- F3In addition to Marcato, this Form 4 is being filed jointly by Marcato International, Marcato Special Opportunities Master Fund LP, a Cayman Islands limited partnership ("Marcato Special Opportunities Fund"), and Richard McGuire III, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Marcato and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities").
- F4Marcato, as the investment manager of Marcato International and Marcato Special Opportunities Fund, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. McGuire's position as Managing Partner of Marcato, Mr. McGuire may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Marcato, Marcato International and Marcato Special Opportunities Fund may be deemed to be the beneficial owner of the Subject Securities held by Mr. McGuire. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F5Mr. McGuire, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions by Marcato International through a broker-dealer at prices ranging from $155.55 to $155.58. Marcato and the other reporting persons undertake to provide Buffalo Wild Wings, Inc., any security holder of Buffalo Wild Wings, 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 set forth in footnote 6 to this Form 4.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions by Marcato International through a broker-dealer at prices ranging from $155.55 to $155.63. Marcato and the other reporting persons undertake to provide Buffalo Wild Wings, Inc., any security holder of Buffalo Wild Wings, 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 set forth in footnote 7 to this Form 4.
- F8These shares were purchased by Marcato International to cover a portion of the short sales.