SEC Form SC 13D/A filed by Build-A-Bear Workshop Inc. (Amendment)

4/5/23 3:41:54 PM ET

$BBW

Recreational Games/Products/Toys

Consumer Discretionary

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SC 13D/A 1 ccllc-bbw-13d-04052023.htm SCHEDULE 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3 )

Build-A-Bear Workshop, Inc.

(Name of Issuer)

Common Stock with par value $0.01 per share

(Title of Class of Securities)

120076104

(CUSIP Number)

J. Carlo Cannell

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

(307) 733-2284

(Name, Address and Telephone Number of Person

to Receive Notices and Communications)

April 5, 2023

(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 §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

______________________

* 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.

CUSIP No. 120076104

Page 2 of 8 Pages

1	NAME OF REPORTING PERSON Cannell Capital LLC I.R.S. Identification Nos. of above persons (entities only) 94-3366999
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 1,235,884
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER* 1,235,884
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,235,884
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.38%*
14	TYPE OF REPORTING PERSON IA

* Based on information set forth on the 10-Q of Build-A-Bear Workshop, Inc. , (the “Company”, “Registrant”, or “BBW”) as filed with the Securities and Exchange Commission on December 8, 2022, there were 14,750,444 shares of Common Stock with par value $0.01 (the “Shares”) of the Company issued and outstanding as of December 5, 2022.

As of April 5, 2023 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), Tonga Partners, L.P. (“Tonga”) and sundry separately-managed accounts (“Cannell SMAs” or the “Separately-Managed Accounts”) (collectively, the “Investment Vehicles”), over which J. Carlo Cannell has investment discretion held in the aggregate 1,235,884 Shares.

Cannell Capital LLC acts as the investment adviser to Tonga, Tristan, Tristan Offshore and the Cannell SMAs. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

CUSIP No. 120076104

Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 1,235,884
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER* 1,235,884
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,235,884
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.38%*
14	TYPE OF REPORTING PERSON IN

* Based on information set forth on the Form 10-Q of Company as filed with the Securities and Exchange Commission on December 8, 2022, there were 14,750,444 shares of Common Stock with par value $0.01 (the “Shares”) of Company issued and outstanding as of December 5, 2022.

As of April 5, 2023 the Investment Vehicles held in the aggregate 1,235,884 Shares.

CUSIP No. 120076104

Page 4 of 8 Pages

Cannell Capital LLC acts as the investment adviser to Tristan, Tristan Offshore, Tonga and the Cannell SMAs. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.


Item 1. Security and Issuer
		The title of the class of equity securities to which this Schedule 13D relates is the Common Stock with par value $0.01 of Build-A-Bear Workshop, Inc., a Delaware corporation. The address of the principal executive offices of the Company is 415 South 18th Street, St. Louis, MO 63103.
Item 2. Identity and Background
	a)	The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC and investment adviser to the following entities: Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Tonga Partners, L.P. Separately-Managed Accounts Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.
	b)	The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414
	c)	The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.
	d)	Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	e)	Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been 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 judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
	f)	The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
		The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows: Tristan Partners, L.P.: $2,796,473 Tristan Offshore Fund, Ltd.: $1,202,125 Tonga Partners, L.P.: $652,429 Separately-Managed Accounts: $1,425,979 The Investment Vehicles have invested an aggregate amount of approximately $6,077,006 in the Shares.

CUSIP No. 120076104

Page 5 of 8 Pages


Item 4. Purpose of Transaction
	Cannell Capital LLC, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each of the Investment Vehicle's investment criteria. The Investment Vehicles acquired these shares in the ordinary course of business and not with the intent to change or influence control of the Company. The Investment Vehicles continue to hold the Shares as a long-term investment. Mr. Cannell makes this filing to disclose recent transactions in the Shares. Other than the matters discussed above, CC has no present plans or proposals to engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions with regards to the Company.
Item 5. Interest in Securities of the Issuer
	Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on December 8, 2022, there were 14,750,444 Common Shares issued and outstanding as of December 5, 2022. (a) As of April 5, 2023, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 1,235,884 Shares, or approximately 8.38% of the Shares deemed issued and outstanding as of the Reporting Date. (b) Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles. (c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles) and which were not previously disclosed in a prior Amendment.
		Entity	Date	Quantity	Price Per Share	Form Of Transaction

		Tonga	3/6/2023	7,700	20.09	Buy
		SMAs	3/6/2023	4,800	20.09	Buy
		Tonga	3/7/2023	7,095	20.48	Buy
		SMAs	3/7/2023	4,423	20.48	Buy
		Tonga	3/8/2023	7,758	20.54	Buy
		SMAs	3/8/2023	4,837	20.54	Buy
		Tonga	3/16/2023	10,101	23.88	Sell
		SMAs	3/16/2023	7,705	23.88	Sell
		SMAs	3/17/2023	1,306	23.67	Sell
		Tonga	3/20/2023	9,810	23.92	Sell
		SMAs	3/20/2023	7,476	23.92	Sell
		Tonga	3/24/2023	4,820	22.90	Sell
		Tristan	3/24/2023	9,563	22.90	Sell
		Tristan Offshore	3/24/2023	4,094	22.90	Sell
		SMAs	3/24/2023	1,824	22.90	Sell
		Tonga	3/27/2023	8,342	22.07	Sell
		Tristan	3/27/2023	16,558	22.07	Sell
		Tristan Offshore	3/27/2023	7,086	22.07	Sell
		SMAs	3/27/2023	3,156	22.07	Sell
		Tonga	3/28/2023	7,124	22.67	Sell
		Tristan	3/28/2023	14,130	22.67	Sell
		Tristan Offshore	3/28/2023	6,051	22.67	Sell
		SMAs	3/28/2023	2,695	22.67	Sell
		Tonga	3/29/2023	8,311	22.62	Sell
		Tristan	3/29/2023	16,484	22.62	Sell
		Tristan Offshore	3/29/2023	7,060	22.62	Sell
		SMAs	3/29/2023	3,145	22.62	Sell
		Tristan	3/30/2023	5,366	22.86	Sell
		Tristan Offshore	3/30/2023	2,299	22.86	Sell
		SMAs	3/30/2023	6,505	22.86	Sell
		Tonga	3/30/2023	2,706	22.86	Sell

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	None
Item 7. Material to Be Filed as Exhibits
	None

CUSIP No. 120076104

Page 6 of 8 Pages

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.

Dated: April 5, 2023

Cannell Capital LLC

By: /s/ J. Carlo Cannell

Name: J. Carlo Cannell

Title: Managing Member

CUSIP No. 120076104

Page 7 of 8 Pages

Annex "A"

MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES

The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:

J. Carlo Cannell
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1)
Cannell Capital LLC
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1)
Tristan Partners, L.P.
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1)
Tonga Partners, L.P.
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1)
Tristan Offshore Fund, Ltd.
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2)

CUSIP No. 120076104

Page 8 of 8 Pages

Annex "B"

Agreement Regarding the Joint Filing of Schedule 13D

Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them;

Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: April 5, 2023

By: /s/ J. Carlo Cannell

Name: J. Carlo Cannell

Cannell Capital LLC

By: /s/ J. Carlo Cannell

Name: J. Carlo Cannell

Title: Managing Member

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Item 1. Security and Issuer

The title of the class of equity securities to which this Schedule 13D relates is the Common Stock with par value $0.01 of Build-A-Bear Workshop, Inc., a Delaware corporation.
The address of the principal executive offices of the Company is 415 South 18th Street, St. Louis, MO 63103.

Item 2. Identity and Background

The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”).

The Reporting Person is the sole managing member of Cannell Capital LLC and investment adviser to the following entities:

Tristan Partners, L.P.

Tristan Offshore Fund, Ltd.

Tonga Partners, L.P.

Separately-Managed Accounts

Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.

The principal business address of the Reporting Person is:

245 Meriwether Circle

Alta, WY 83414

The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.

Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been 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 judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

The place of organization of the Reporting Person is as follows:

The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference.

Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.

Item 3. Source and Amount of Funds or Other Consideration

The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows:

Tristan Partners, L.P.: $2,796,473

Tristan Offshore Fund, Ltd.: $1,202,125

Tonga Partners, L.P.: $652,429

Separately-Managed Accounts: $1,425,979

The Investment Vehicles have invested an aggregate amount of approximately $6,077,006 in the Shares.

Item 4. Purpose of Transaction

Cannell Capital LLC, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each of the Investment Vehicle's investment criteria. The Investment Vehicles acquired these shares in the ordinary course of business and not with the intent to change or influence control of the Company. The Investment Vehicles continue to hold the Shares as a long-term investment.

Mr. Cannell makes this filing to disclose recent transactions in the Shares. Other than the matters discussed above, CC has no present plans or proposals to engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions with regards to the Company.

Item 5. Interest in Securities of the Issuer

Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on December 8, 2022, there were 14,750,444 Common Shares issued and outstanding as of December 5, 2022.

(a) As of April 5, 2023, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 1,235,884 Shares, or approximately 8.38% of the Shares deemed issued and outstanding as of the Reporting Date.

(b) Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

(c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles) and which were not previously disclosed in a prior Amendment.

Entity

Date

Quantity

Price

Per Share

Form Of

Transaction

Tonga

3/6/2023

7,700

20.09

Buy

SMAs

3/6/2023

4,800

20.09

Buy

Tonga

3/7/2023

7,095

20.48

Buy

SMAs

3/7/2023

4,423

20.48

Buy

Tonga

3/8/2023

7,758

20.54

Buy

SMAs

3/8/2023

4,837

20.54

Buy

Tonga

3/16/2023

10,101

23.88

Sell

SMAs

3/16/2023

7,705

23.88

Sell

SMAs

3/17/2023

1,306

23.67

Sell

Tonga

3/20/2023

9,810

23.92

Sell

SMAs

3/20/2023

7,476

23.92

Sell

Tonga

3/24/2023

4,820

22.90

Sell

Tristan

3/24/2023

9,563

22.90

Sell

Tristan Offshore

3/24/2023

4,094

22.90

Sell

SMAs

3/24/2023

1,824

22.90

Sell

Tonga

3/27/2023

8,342

22.07

Sell

Tristan

3/27/2023

16,558

22.07

Sell

Tristan Offshore

3/27/2023

7,086

22.07

Sell

SMAs

3/27/2023

3,156

22.07

Sell

Tonga

3/28/2023

7,124

22.67

Sell

Tristan

3/28/2023

14,130

22.67

Sell

Tristan Offshore

3/28/2023

6,051

22.67

Sell

SMAs

3/28/2023

2,695

22.67

Sell

Tonga

3/29/2023

8,311

22.62

Sell

Tristan

3/29/2023

16,484

22.62

Sell

Tristan Offshore

3/29/2023

7,060

22.62

Sell

SMAs

3/29/2023

3,145

22.62

Sell

Tristan

3/30/2023

5,366

22.86

Sell

Tristan Offshore

3/30/2023

2,299

22.86

Sell

SMAs

3/30/2023

6,505

22.86

Sell

Tonga

3/30/2023

2,706

22.86

Sell

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None

Item 7. Material to Be Filed as Exhibits

None

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SEC Filings

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Insider Trading

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Press Releases

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Leadership Updates

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Large Ownership Changes

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Financials