New User? Sign Up | Sign In

Sec Form 4 Filing - MARCATO CAPITAL MANAGEMENT LP @ BUFFALO WILD WINGS INC - 2017-11-28

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

Enter Stock Symbol or Cik: Cik Lookup...

Search By Company or Insider Name:
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

Email a friend >>...

SPAC List: List of Special Purpose Acquisition Companies


The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

FORM 4
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 *
MARCATO CAPITAL MANAGEMENT LP
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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
FOUR EMBARCADERO CENTER, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
11/28/2017
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 11/28/2017 S( 1 ) 200,094 D $ 155.54 ( 2 ) 992,399 I See footnotes ( 3 ) ( 4 ) ( 5 )
Common Stock 11/29/2017 S( 1 ) 602,160 D $ 155.57 ( 6 ) 992,399 I See footnotes ( 3 ) ( 4 ) ( 5 )
Common Stock 11/30/2017 S( 1 ) 185,030 D $ 155.61 ( 7 ) 992,399 I See footnotes ( 3 ) ( 4 ) ( 5 )
Common Stock 11/30/2017 P( 8 ) 37,284 A $ 155.68 992,399 I See footnotes ( 3 ) ( 4 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARCATO CAPITAL MANAGEMENT LP
FOUR EMBARCADERO CENTER
SUITE 2100
SAN FRANCISCO, CA94111
X
Marcato International Master Fund, Ltd.
FOUR EMBARCADERO CENTER
SUITE 2100
SAN FRANCISCO, CA94111
X
Marcato Special Opportunities Master Fund LP
FOUR EMBARCADERO CENTER
SUITE 2100
SAN FRANCISCO, CA94111
X
McGuire Richard
FOUR EMBARCADERO CENTER
SUITE 2100
SAN FRANCISCO, CA94111
X
Signatures
MARCATO INTERNATIONAL MASTER FUND, LTD., By: /s/ Richard McGuire III, Richard McGuire III, Director 11/30/2017
** Signature of Reporting Person Date
MARCATO CAPITAL MANAGEMENT LP, By: Marcato Holdings LLC, its General Partner, By: /s/ Richard McGuire III, Richard McGuire III, Managing Member 11/30/2017
** Signature of Reporting Person Date
/s/ Richard McGuire III, Richard McGuire III, Director 11/30/2017
** Signature of Reporting Person Date
MARCATO SPECIAL OPPORTUNITIES MASTER FUND LP, By: /s/ Richard McGuire III, Richard McGuire III, Director 11/30/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction represents a short sale against the box that will be covered within 20 days.
( 2 )The 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.
( 3 )In 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").
( 4 )Marcato, 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.
( 5 )Mr. 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.
( 6 )The 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.
( 7 )The 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.
( 8 )These shares were purchased by Marcato International to cover a portion of the short sales.

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.