Sec Form 4/A Filing - SMITH SALLY J @ BUFFALO WILD WINGS INC - 2014-02-06

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SMITH SALLY J 2. Issuer Name and Ticker or Trading Symbol BUFFALO WILD WINGS INC [ BWLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) 5500 WAYZATA BLVD., SUITE 1600 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2014 (Street) MINNEAPOLIS, MN55416 4. If Amendment, Date Original Filed (MM/DD/YY) 03/11/2014 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/07/2014 M 19,046 ( 1 ) A $ 0 91,855 D Common Stock 03/07/2014 F 9,181 D $ 136.85 82,757 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units ( 3 ) ( 4 ) 02/06/2014 A 19,046 ( 4 ) ( 4 ) Common Stock 19,046 $ 0 19,046 D Restricted Stock Units ( 4 ) 03/07/2014 M 19,046 ( 4 ) ( 4 ) Common Stock 19,046 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH SALLY J 5500 WAYZATA BLVD. SUITE 1600 MINNEAPOLIS, MN55416 X CEO & President Signatures /s/ John A. Haveman, attorney-in-fact for Sally J. Smith 05/08/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares received in settlement of performance restricted stock units in a transaction exempt pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934. The number of shares acquired was erroneously reported in the original Form 4 as 19,591, and the number of shares withheld to cover taxes as 9,443. ( 2 )Included in this amount are 11,234 restricted stock units which will vest in their entirety on March 12, 2015 and be settled at that time on a one for one basis in shares of the Company's common stock. Also included are 83 shares acquired on November 1, 2013 under the Company's employee stock purchase plan. In two subsequent Form 4 filings by the reporting person after the date of the original Form 4 which is being amended, the amount of securities beneficially owned is overstated by 283 shares. ( 3 )On February 6, 2014 the Company's compensation committee cetified the achievement of specified financial performance goals that determined the number of previously granted performance restricted stock units which thereby vested and became reportable. The settlement of such vested restricted stock units in Company common stock shares was set to occur at a later date. The number of vested units was erroneously reported in the original Form 4 as 19,591. ( 4 )The restricted stock units were to be settled on a one for one basis in shares of the Company's common stock and were ultimately settled on March 7, 2014.

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 Number.