SEC Form 4 · accession 0001140361-17-046948
BUFFALO WILD WINGS INC · BWLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 19, 2017
Accepted (ET)
Dec 20, 2017 · 8:00 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 StockF1,F2,F3,F4 | Dec 19, 2017 | P | 950,000 | $156.60 | A | 992,399 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Put Option (right to sell)F5,F2,F3,F4 | $200.00 | Dec 19, 2017 | P | 950,000 | A | Dec 19, 2017 | Feb 16, 2018 | Common Stock | 950,000 | 950,000 | I |
Explanation of responses
- F1These shares were purchased by Marcato International Master Fund, Ltd., a Cayman Islands exempted company ("Marcato International") through a broker-dealer at a price of $156.60 per share.
- F2This Form 4 is being filed jointly by Marcato Capital Management, LP, a Delaware limited partnership ("Marcato"), 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").
- F3Marcato, 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.
- F4Mr. 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.
- F5These options on shares were purchased by Marcato International through a broker-dealer at a price of $43.47 per option on share.