BUILD-A-BEAR WORKSHOP INC — Major Shareholding Notification 2021

Feb 1, 2021

SC 13D/A 1 d8790413_13d-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

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

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

120076104
(CUSIP Number)

Frederick Tucker Golden c/o Solas Capital Management, LLC 1063 Post Road, 2nd Floor Darien, CT 06820
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 1, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).

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CUSIP No. 120076104

1.
Solas Capital Management, LLC

2.
(a)	[_]
(b)	[X]

1. SEC USE ONLY

4.
AF

1. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.
0

8.
501,016

9.
0

10.
501,016

11.
PERSON
501,016

12.
CERTAIN SHARES

13.
3.1%

14.
IA

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CUSIP No. 120076104

1.
Frederick Tucker Golden

2.
(a)	[_]
(b)	[X]

1. SEC USE ONLY

4.
AF

1. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6.
United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.
0

8.
501,016

9.
0

10.
501,016

11.
PERSON
501,016

12.
CERTAIN SHARES

13.
3.1%

14.
IN, HC

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Explanatory Note	This Schedule 13D Amendment No. 2 is being filed solely to reflect a correction to a typographical error contained in Exhibit B of Amendment No. 1. No other changes are being reported by this Amendment No. 2.
Item 1.	Security and Issuer.
	This Schedule 13D Amendment No. 2 relates to the shares of common stock, par value $0.01 per share (the “Shares”), of Build-A-Bear Workshop, Inc., a Delaware corporation (the “Issuer”). The principal executive office and mailing address of the Issuer is 415 South 18th St., St. Louis, Missouri 63103.
Item 2.	Identity and Background.
(a), (b), (f)	The names of the persons filing this Statement (the “Reporting
Persons”) are Solas Capital Management, LLC, a Delaware limited liability company (“Solas”) and Frederick Tucker
Golden, a United States Citizen (“Mr. Golden”). Mr. Golden is the portfolio manager of Solas. The business address of each Reporting Person is c/o Solas Capital
Management, LLC, 1063 Post Road, 2nd Floor, Darien, CT 06820.
(c)	The principal business of each Reporting Person is investment management.
(d), (e)	During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration.
	No borrowed funds were used to purchase the Shares other than any borrowed funds used for working capital purposes in the ordinary course of business.
Item 4.	Purpose of Transaction.
	This Schedule 13D/A filing is being made to report that, as of January
27, 2021, none of the Reporting Persons beneficially own more than 5% of the Shares. The Reporting Persons originally purchased the Shares based on the
Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability
of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or
decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons have periodically engaged in, and may continue
to engage in, discussions with management and the Board of Directors of the Issuer (the “Board”) as well as other stockholders
and third parties concerning the business, operations, assets, governance and strategy of the Issuer. Due to recent volatility in the market price of the Company’s
Shares, the Reporting Persons have reduced their position to manage their exposure. The Reporting Persons continue to believe
Shares are undervalued and represent an attractive investment opportunity, and the Reporting Persons are pleased to remain shareholders
of the Company. No Reporting Person has any present plan or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein
or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment
in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry
conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem
appropriate including, without limitation, further communications with management and the Board of the Issuer, nominating or recommending
candidates to serve as members of the Board, having discussions with other stockholders and potential nominees to the Board, making
proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional
Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to
the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

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Item 5.	Interest in Securities of the Issuer.
(a), (b)	According to the Issuer’s Form 10-Q filed on December 10,
2020, there were 15,960,262 Shares issued and outstanding as of December 7, 2020. Solas has the sole power to
vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 501,016 Shares;
has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition
of 501,016 Shares. Mr. Golden has the sole power
to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 501,016 Shares;
has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition
of 501,016 Shares.
(c)	The transactions in the Shares by the Reporting Persons since the Reporting Persons’ most recent filing of Schedule 13D in respect of the Issuer are set forth in Exhibit B.
(d)	Not applicable
(e)	As of January 27, 2021, none of the Reporting Persons beneficially own more than 5% of the Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	Not applicable
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Joint Filing Agreement
	Exhibit B: Schedule or Transactions

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SIGNATURE

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

Dated: February 1, 2021

Solas Capital Management, LLC
By: /s/ Frederick Tucker Golden
Name: Frederick Tucker Golden
Title: Portfolio Manager
Frederick Tucker Golden
/s/ Frederick Tucker Golden

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

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Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13D Amendment No. 2 dated February 1, 2021 relating to the Common Stock, par value $0.01 per share of Build-A-Bear Workshop, Inc. shall be filed on behalf of the undersigned.

Solas Capital Management, LLC
By: /s/ Frederick Tucker Golden
Name: Frederick Tucker Golden
Title: Portfolio Manager
Frederick Tucker Golden
/s/ Frederick Tucker Golden

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EXHIBIT B

The transactions in the Shares by the Reporting Persons since the Reporting Persons’ most recent filing of Schedule 13D in respect of the Issuer, which were in the open market, are as follows:

Date of Transaction	Title of Class	Number of Shares Sold	Price Per Share
01/27/2021	Common Stock, par value $0.01 per share	875,172	$6.9925 1
01/28/2021	Common Stock, par value $0.01 per share	123,812	$8.1996 2

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1 This constitutes the weighted average sale price. The prices range from $5.50 to $8.40.

2 This constitutes the weighted average sale price. The prices range from $8.00 to $8.82.