Sec Form 4 Filing - FENCL ERIC R @ BUILD A BEAR WORKSHOP INC - 2016-03-07

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
FENCL ERIC R
2. Issuer Name and Ticker or Trading Symbol
BUILD A BEAR WORKSHOP INC [ BBW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CAO, Gen. Counsel & Secretary
(Last) (First) (Middle)
C/O BUILD-A-BEAR WORKSHOP, INC., 1954 INNERBELT BUSINESS CENTER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2016
(Street)
ST. LOUIS, MO63114
4. If Amendment, Date Original Filed (MM/DD/YY)
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 03/07/2016 A 6,393 ( 1 ) A 134,038 D
Common Stock 03/07/2016 A 1,563 ( 3 ) A 135,601 ( 4 ) 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
Employee Stock Option (Right to Buy) $ 13.69 03/07/2016 A 13,017 03/07/2016( 5 ) 03/07/2026 Common Stock 13,017 ( 6 ) 13,017 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FENCL ERIC R
C/O BUILD-A-BEAR WORKSHOP, INC.
1954 INNERBELT BUSINESS CENTER DRIVE
ST. LOUIS, MO63114
CAO, Gen. Counsel & Secretary
Signatures
/s/ Eric R. Fencl 03/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant to reporting person of 6,393 shares of restricted stock. The shares vest in equal annual installments over three years from the date of grant.
( 2 )Price is not applicable to grants of restricted stock.
( 3 )Grant to reporting person of 1,563 shares of restricted stock upon payout of earned performance share award under shareholder-approved benefit plan. The payout was based on the level of achievement of financial targets for the performance period ended January 2, 2016. The shares vest in equal annual installments on March 15, 2016, March 15, 2017 and March 15, 2018.
( 4 )After giving effect to the transactions reported in this Form 4, Mr. Fencl directly owns 112,626 shares of common stock and 22,975 shares of restricted stock of Build-A-Bear Workshop, Inc. In addition, Mr. Fencl holds vested options to purchase 49,499 shares and unvested options to purchase 22,309 shares of Build-A-Bear Workshop, Inc. common stock.
( 5 )The options vest in equal annual installments over three years from the date of grant.
( 6 )Price is not applicable to acquisitions resulting from grants of stock options.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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