Sec Form 13G Filing - TIMON PHILIP C filing for BUILD-A-BEAR WORKSHOP INC (BBW) - 2009-02-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                                (Amendment No. 2)


                    Under the Securities Exchange Act of 1934





                           Build-A-Bear Workshop, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common stock, $0.01 par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    120076104
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2008
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
13G is filed:

                    [ ] Rule 13d-1(b)
                    [X] Rule 13d-1(c)
                    [ ] Rule 13d-1(d)



*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).






CUSIP No.  120076104
- --------------------------------------------------------------------------------

(1)  Names of Reporting  Persons.  I.R.S.  Identification  Nos. of Above Persons
     (entities only):

                Mr. Philip C. Timon
- --------------------------------------------------------------------------------

(2)  Check  the  Appropriate  Box if a  Member of a Group   (See   Instructions)
        (a)                             (b)
- --------------------------------------------------------------------------------

(3)  SEC Use Only
- --------------------------------------------------------------------------------

(4)  Citizenship or Place of Organization:  United States
- --------------------------------------------------------------------------------

Number of Shares Beneficially Owned
   by Each Reporting Person With     (5)  Sole Voting Power:                  0*
                                          --------------------------------------
                                     (6)  Shared Voting Power:                0*
                                          --------------------------------------
                                     (7)  Sole Dispositive Power:             0*
                                          --------------------------------------
                                     (8)  Shared Dispositive Power:           0*
                                          --------------------------------------
- --------------------------------------------------------------------------------

(9)  Aggregate Amount Beneficially Owned by Each Reporting Person:    0*
- --------------------------------------------------------------------------------

(10) Check if the  Aggregate  Amount in Row (9)  Excludes  Certain  Shares  (See
     Instructions)    N/A
- --------------------------------------------------------------------------------

(11) Percent of Class Represented by Amount in Row (9):  0%*
- --------------------------------------------------------------------------------

(12) Type of Reporting Person (See Instructions):  IN
- --------------------------------------------------------------------------------
*As of December 31, 2008 (the "Reporting  Date"),  Endowment  Capital,  L.P. and
Long  Drive,  L.P.,  each a  Delaware  limited  partnership  (collectively,  the
"Limited  Partnerships"),  owned in the aggregate no shares of the Common Stock,
par value $0.01 per share (the  "Shares"),  of  Build-A-Bear  Workshop,  Inc., a
Delaware  corporation (the "Company").  Endowment Capital Group, LLC, a Delaware
limited liability company  ("Endowment LLC") is the sole general partner of each
of the Limited  Partnerships.  Mr. Philip C. Timon (the "Reporting  Person"),  a
managing member of Endowment LLC,  possesses the sole power to vote and the sole
power to direct the disposition of any Shares held by the Limited  Partnerships.
Pursuant to Rule 13d-3  promulgated  under the  Securities  and  Exchange Act of
1934, as amended,  the Reporting  Person is deemed to be the beneficial owner of
no Shares,  or 0%, of the Shares deemed issued and  outstanding as of such date.
The  Reporting  Person's  interest  in the Shares is  limited  to his  pecuniary
interest, if any, in the Limited Partnerships.





Item 1(a).  Name Of Issuer:   Build-A-Bear Workshop, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:
           1954 Innerbelt Business Center Drive,  St. Louis, Missouri 63114


Item 2(a). Name of Person Filing:  Mr. Philip C. Timon

Item 2(b).  Address  of  Principal  Business  Office  or,  if  None,  Residence:
            223 Wilmington - West Chester Pike, Suite 108, Chadds Ford, PA 19317

Item 2(c).  Citizenship:  United States

Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value per share

Item 2(e).  CUSIP No.:  120076104


Item 3.     If  This  Statement  Is  Filed  Pursuant  to Section 240.13d-1(b) or
            240.13d-2(b) or (c), check whether the Person Filing is a:

            Not Applicable.


Item 4.     Ownership

           (a)  Amount Beneficially Owned:                                    0*

           (b)  Percent of Class:                                            0%*

           (c)  Number of Shares as to which such person has:

               (i)   sole power to vote or to direct the vote                 0*
               (ii)  shared power to vote or to direct the vote               0*
               (iii) sole power to dispose or to direct the
                     disposition of                                           0*
               (iv)  shared power to dispose or to direct the
                     disposition of                                           0*

*As of the Reporting  Date, the Limited  Partnerships  owned in the aggregate no
Shares of the Company.  Endowment LLC is the sole general partner of each of the
Limited Partnerships.  The Reporting Person, a managing member of Endowment LLC,
possesses the sole power to vote and the sole power to direct the disposition of
any Shares held by the Limited Partnerships.  Pursuant to Rule 13d-3 promulgated
under the Securities and Exchange Act of 1934, as amended,  the Reporting Person
is deemed to be the beneficial  owner of no Shares,  or 0%, of the Shares deemed
issued and outstanding as of such date. The Reporting  Person's  interest in the
Shares  is  limited  to  his  pecuniary   interest,   if  any,  in  the  Limited
Partnerships.





Item 5.  Ownership of Five Percent or Less of a Class

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the  beneficial owner of more than
five percent of the class of securities, check the following [X]*.


*As of the Reporting  Date, the Limited  Partnerships  owned in the aggregate no
Shares of the Company.  Endowment LLC is the sole general partner of each of the
Limited Partnerships.  The Reporting Person, a managing member of Endowment LLC,
possesses the sole power to vote and the sole power to direct the disposition of
any Shares held by the Limited Partnerships.  Pursuant to Rule 13d-3 promulgated
under the Securities and Exchange Act of 1934, as amended,  the Reporting Person
is deemed to be the beneficial  owner of no Shares,  or 0%, of the Shares deemed
issued and outstanding as of such date. The Reporting  Person's  interest in the
Shares  is  limited  to  his  pecuniary   interest,   if  any,  in  the  Limited
Partnerships.



Item 6.  Ownership of More Than Five Percent on Behalf of Another Person

         Not Applicable.


Item 7.  Identification and  Classification  of the  Subsidiary  Which  Acquired
         the Security Being Reported on by the Parent Holding Company or Control
         Person

         Not Applicable.


Item 8.  Identification and Classification of Members of the Group

         Not Applicable.


Item 9.  Notice of Dissolution of Group

         Not Applicable.


Item 10. Certification

          By  signing  below I certify  that,  to the  best of my  knowledge and
belief, the securities  referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of such  securities  and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.






                                    SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


                                            February 13, 2009



                                            /s/ Philip C. Timon
                                            ------------------------------------
                                            Philip C. Timon, in  his capacity as
                                            managing member of Endowment Capital
                                            Group, LLC,  the general  partner of
                                            Endowment  Capital,  L.P.  and  Long
                                            Drive, L.P.




      Attention: Intentional misstatements or omissions of fact constitute
                Federal criminal violations (See 18 U.S.C. 1001)