UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
BUILD-A-BEAR WORKSHOP, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
120076104
(CUSIP Number)
February 17, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ 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 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).
| CUSIP No. 120076104 | 13G | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Point72 Asset Management, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,341,479 (see Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,341,479 (see Item 4) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,341,479 (see Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8% (see Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON*
PN | |||||
| * | SEE INSTRUCTION BEFORE FILLING OUT |
Page 2 of 8
| CUSIP No. 120076104 | 13G | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Point72 Capital Advisors, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,341,479 (see Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,341,479 (see Item 4) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,341,479 (see Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8% (see Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON*
CO | |||||
| * | SEE INSTRUCTION BEFORE FILLING OUT |
Page 3 of 8
| CUSIP No. 120076104 | 13G | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Cohen | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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
2,341,479 (see Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,341,479 (see Item 4) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,341,479 (see Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.8% (see Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| * | SEE INSTRUCTION BEFORE FILLING OUT |
Page 4 of 8
| 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: |
| This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of Common stock, par value $0.01 per share (“Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management; and (iii) Steven A. Cohen with respect to Shares beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc. |
| Point72 Asset Management, Point72 Capital Advisors Inc. and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. |
| Item 2(b) | Address or Principal Business Office: |
| The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902. |
| Item 2(c) | Citizenship: |
| Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen. |
| Item 2(d) | Title of Class of Securities: |
| Common stock, par value $0.01 per share |
| Item 2(e) | CUSIP Number: |
| 120076104 |
| Item 3 | Not Applicable |
Page 5 of 8
| Item 4 | Ownership: |
| The percentages used herein are calculated based upon the Shares of Common stock issued and outstanding as of November 4, 2016, as reported on the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended October 1, 2016. |
| As of the close of business on February 24, 2017: |
| 1. Point72 Asset Management, L.P. |
| (a) Amount beneficially owned: 2,341,479 |
| (b) Percent of class: 14.8% |
| (c)(i) Sole power to vote or direct the vote: -0- |
| (ii) Shared power to vote or direct the vote: 2,341,479 |
| (iii) Sole power to dispose or direct the disposition: -0- |
| (iv) Shared power to dispose or direct the disposition: 2,341,479 |
| 2. Point72 Capital Advisors, Inc. |
| (a) Amount beneficially owned: 2,341,479 |
| (b) Percent of class: 14.8% |
| (c)(i) Sole power to vote or direct the vote: -0- |
| (ii) Shared power to vote or direct the vote: 2,341,479 |
| (iii) Sole power to dispose or direct the disposition: -0- |
| (iv) Shared power to dispose or direct the disposition: 2,341,479 |
| 3. Steven A. Cohen |
| (a) Amount beneficially owned: 2,341,479 |
| (b) Percent of class: 14.8% |
| (c)(i) Sole power to vote or direct the vote: -0- |
| (ii) Shared power to vote or direct the vote: 2,341,479 |
| (iii) Sole power to dispose or direct the disposition: -0- |
| (iv) Shared power to dispose or direct the disposition: 2,341,479 |
| Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no Shares. Pursuant to certain investment management agreements, Point72 Asset Management maintains investment and voting power with respect to securities held by certain investment funds it manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen controls Point72 Capital Advisors Inc. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen may be deemed to beneficially own 2,341,479 Shares (constituting approximately 14.8% of the Shares outstanding). Each of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement. |
Page 6 of 8
| 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. ☐ |
| 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: |
| 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 the signatory certifies that, to the best of his 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 7 of 8
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: February 27, 2017
| POINT72 ASSET MANAGEMENT, L.P. | ||
| By: | /s/ Kevin J. O’Connor | |
| Name: | Kevin J. O’Connor | |
| Title: | Authorized Person | |
| POINT72 CAPITAL ADVISORS, INC. | ||
| By: | /s/ Kevin J. O’Connor | |
| Name: | Kevin J. O’Connor | |
| Title: | Authorized Person | |
| STEVEN A. COHEN | ||
| By: | /s/ Kevin J. O’Connor | |
| Name: | Kevin J. O’Connor | |
| Title: | Authorized Person | |
Page 8 of 8
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
| Dated: February 27, 2017 | ||
| POINT72 ASSET MANAGEMENT, L.P. | ||
| By: | /s/ Kevin J. O’Connor | |
| Name: | Kevin J. O’Connor | |
| Title: | Authorized Person | |
| POINT72 CAPITAL ADVISORS, INC. | ||
| By: | /s/ Kevin J. O’Connor | |
| Name: | Kevin J. O’Connor | |
| Title: | Authorized Person | |
| STEVEN A. COHEN | ||
| By: | /s/ Kevin J. O’Connor | |
| Name: | Kevin J. O’Connor | |
| Title: | Authorized Person | |