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13D Filing: Cannell Capital and Build A Bear Workshop Inc (BBW)

Build A Bear Workshop Inc (NYSE:BBW): J. Carlo Cannell ‘s Cannell Capital filed an amended 13D.

You can check out Cannell Capital’s latest holdings and filings here.

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J. Carlo Cannell
J. Carlo Cannell
Cannell Capital

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
J. Carlo Cannell 967,257 0 967,257 0 967,257 6.08%
J. Carlo Cannell
J. Carlo Cannell
Cannell Capital

Page 1 of 9 – SEC Filing



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



SCHEDULE 13D



Under the Securities Exchange Act of 1934



(Amendment No.1)
1


Build-A-Bear Workshop, Inc.

(Name of Issuer)

Common Stock, 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)

February 14, 2018

(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 9 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.

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Page 2 of 9 – SEC Filing

CUSIP No. 120076104 Page 2 of 9 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*

967,257

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER*

967,257

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

967,257

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

6.08%*

14

TYPE OF REPORTING PERSON

IN

* Based on information set forth on the Form 10-Q of Build-A-Bear Workshop, Inc.,
(the “Company”) as filed with the Securities and Exchange Commission on
November 9, 2017, there were 15,917,449 shares of Common Stock par value $0.01
per share (the “Shares”), of the Company issued and outstanding as of
November 3, 2017.

   As of February 14, 2017 (the “Reporting Date”), the Cuttyhunk Master Portfolio
(“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”) and
the Tristan Offshore Fund Ltd. (“Tristan Offshore”),
Tonga Partners, L.P. (“Tonga”,and collectively
with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”),
held in the aggregate 967,257 Shares.

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Page 3 of 9 – SEC Filing

CUSIP No. 120076104 Page 3 of 9 Pages

   Cannell Capital LLC acts as the investment adviser to Tonga, Tristan,
Tristan Offshore, and the investor sub-advisor for Cuttyhunk.
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 par value $0.01 per share of Build-A-Bear Workshop, Inc.,
a Delaware corporation. The address of the principal executive offices of the
Company is 1954 Innerbelt Business Center Drive, St. Louis, MO 63114.
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, an
investment sub-advisor for the Cuttyhunk Master Portfolio and investment adviser to the following entities:

Tonga Partners, L.P.

Tristan Partners, L.P.

Tristan Offshore Fund, Ltd.

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:

The Cuttyhunk Master Portfolio: $354,270

Tonga Partners, L.P.: $1,922,679

Tristan Partners, L.P.: $4,295,831

Tristan Offshore Fund, Ltd.: $2,177,794

The Investment Vehicles have invested an aggregate amount of approximately $8,750,574 in the Shares.

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Page 4 of 9 – SEC Filing

CUSIP No. 120076104 Page 4 of 9 Pages
Item 4.   Purpose of Transaction

Mr. Cannell, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each
Investment Vehicle’s investment criteria. The Investment Vehicles acquired and continue to hold
the Shares as a long-term investment.

Mr. Cannell files this 13D amendment to reflect recent purchases of the Shares.

Mr. Cannell reserves the right to discuss various views and opinions with respect to the
Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may
extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company’s board of directors,
senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem
necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to,
pursuit of strategic initiatives to enhance shareholder value.

In addition to the actions set forth above, Mr. Cannell may engage in any of the actions specified in Items 4(a) through 4(j)
to the Schedule 13D general instructions.

Except as set forth above, Mr. Cannell has no present plans or proposals that relate to or would result in any of
the transactions described in Item 4 of Schedule 13D.

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 November 9, 2017, there were 15,917,449
Common Shares issued and outstanding as of November 3, 2017.

(a)  As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell
Capital LLC may be deemed to beneficially own 967,257 Shares, or approximately
6.08% 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).

Entity Date Quantity Price

Per Share

Form Of

Transaction

&nbsp
Cuttyhunk 01/09/2018 2,982 8.06 Buy
Tonga 01/09/2018 10,872 8.06 Buy
Tristan Offshore 01/09/2018 6,990 8.06 Buy
Tristan 01/09/2018 13,593 8.06 Buy
Cuttyhunk 01/10/2018 1,608 8.06 Buy
Tonga 01/10/2018 5,864 8.06 Buy
Tristan Offshore 01/10/2018 3,770 8.06 Buy
Tristan 01/10/2018 7,331 8.06 Buy
Cuttyhunk 01/11/2018 357 8.10 Buy
Tonga 01/11/2018 1,455 8.10 Buy
Tristan Offshore 01/11/2018 623 8.10 Buy
Tristan 01/11/2018 965 8.10 Buy
Cuttyhunk 01/16/2018 1,558 8.38 Buy
Tonga 01/16/2018 6,347 8.38 Buy
Tristan Offshore 01/16/2018 2,721 8.38 Buy
Tristan 01/16/2018 4,214 8.38 Buy
&nbsp

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Page 5 of 9 – SEC Filing

CUSIP No. 120076104 Page 5 of 9 Pages
Entity Date Quantity Price

Per Share

Form Of

Transaction

&nbsp
Cuttyhunk 01/17/2018 200 8.40 Buy
Tonga 01/17/2018 1,005 8.40 Buy
Tristan Offshore 01/17/2018 1,745 8.40 Buy
Tristan 01/17/2018 2,950 8.40 Buy
Cuttyhunk 01/18/2018 673 8.42 Buy
Tonga 01/18/2018 3,370 8.42 Buy
Tristan Offshore 01/18/2018 5,853 8.42 Buy
Tristan 01/18/2018 9,890 8.42 Buy
Cuttyhunk 01/19/2018 253 8.50 Buy
Tonga 01/19/2018 1,271 8.50 Buy
Tristan Offshore 01/19/2018 2,208 8.50 Buy
Tristan 01/19/2018 3,732 8.50 Buy
Cuttyhunk 01/22/2018 144 8.48 Buy
Tonga 01/22/2018 723 8.48 Buy
Tristan Offshore 01/22/2018 1,256 8.48 Buy
Tristan 01/22/2018 2,124 8.48 Buy
Cuttyhunk 01/23/2018 166 8.58 Buy
Tonga 01/23/2018 715 8.58 Buy
Tristan Offshore 01/23/2018 1,056 8.58 Buy
Tristan 01/23/2018 1,734 8.58 Buy
Cuttyhunk 01/24/2018 141 8.94 Buy
Tonga 01/24/2018 607 8.94 Buy
Tristan Offshore 01/24/2018 896 8.94 Buy
Tristan 01/24/2018 1,471 8.94 Buy
Cuttyhunk 01/25/2018 681 8.90 Buy
Tonga 01/25/2018 2,923 8.90 Buy
Tristan Offshore 01/25/2018 4,317 8.90 Buy
Tristan 01/25/2018 7,079 8.90 Buy
Cuttyhunk 01/26/2018 204 8.76 Buy
Tonga 01/26/2018 876 8.76 Buy
Tristan Offshore 01/26/2018 1,295 8.76 Buy
Tristan 01/26/2018 2,125 8.76 Buy
Cuttyhunk 01/29/2018 170 8.85 Buy
Tonga 01/29/2018 731 8.85 Buy
Tristan Offshore 01/29/2018 1,080 8.85 Buy
Tristan 01/29/2018 1,774 8.85 Buy
Cuttyhunk 01/30/2018 129 8.70 Buy
Tonga 01/30/2018 557 8.70 Buy
Tristan Offshore 01/30/2018 823 8.70 Buy
Tristan 01/30/2018 1,353 8.70 Buy
Cuttyhunk 01/31/2018 454 8.65 Buy
Tonga 01/31/2018 1,948 8.65 Buy
Tristan Offshore 01/31/2018 2,878 8.65 Buy
Tristan 01/31/2018 4,720 8.65 Buy
Cuttyhunk 02/01/2018 428 8.51 Buy
Tonga 02/01/2018 1,838 8.51 Buy
Tristan Offshore 02/01/2018 2,714 8.51 Buy
Tristan 02/01/2018 4,452 8.51 Buy
Cuttyhunk 02/02/2018 454 8.40 Buy
Tonga 02/02/2018 1,949 8.40 Buy
Tristan Offshore 02/02/2018 2,878 8.40 Buy
Tristan 02/02/2018 4,719 8.40 Buy
&nbsp

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Page 6 of 9 – SEC Filing

CUSIP No. 120076104 Page 6 of 9 Pages
Entity Date Quantity Price

Per Share

Form Of

Transaction

&nbsp
Cuttyhunk 02/05/2018 681 8.19 Buy
Tonga 02/05/2018 2,923 8.19 Buy
Tristan Offshore 02/05/2018 4,317 8.19 Buy
Tristan 02/05/2018 7,079 8.19 Buy
Cuttyhunk 02/06/2018 1,486 8.32 Buy
Tonga 02/06/2018 6,381 8.32 Buy
Tristan Offshore 02/06/2018 9,424 8.32 Buy
Tristan 02/06/2018 15,447 8.32 Buy
Cuttyhunk 02/07/2018 124 8.34 Buy
Tonga 02/07/2018 534 8.34 Buy
Tristan Offshore 02/07/2018 788 8.34 Buy
Tristan 02/07/2018 1,294 8.34 Buy
Cuttyhunk 02/08/2018 49 8.31 Buy
Tonga 02/08/2018 214 8.31 Buy
Tristan Offshore 02/08/2018 316 8.31 Buy
Tristan 02/08/2018 521 8.31 Buy
Cuttyhunk 02/12/2018 430 8.15 Buy
Tonga 02/12/2018 1,844 8.15 Buy
Tristan Offshore 02/12/2018 2,724 8.15 Buy
Tristan 02/12/2018 4,466 8.15 Buy
Cuttyhunk 02/13/2018 454 8.00 Buy
Tonga 02/13/2018 1,949 8.00 Buy
Tristan Offshore 02/13/2018 2,878 8.00 Buy
Tristan 02/13/2018 4,719 8.00 Buy
Cuttyhunk 02/14/2018 807 7.77 Buy
Tonga 02/14/2018 3,461 7.77 Buy
Tristan 02/14/2018 8,379 7.77 Buy
&nbsp
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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Page 7 of 9 – SEC Filing

CUSIP No. 120076104 Page 7 of 9 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:  February 22, 2018

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

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Page 8 of 9 – SEC Filing

CUSIP No. 120076104 Page 8 of 9 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)

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)

The Cuttyhunk Master Portfolio

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Subadviser

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)

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)

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Page 9 of 9 – SEC Filing

CUSIP No. 120076104 Page 9 of 9 Pages

Annex “B”

Agreement Regarding the Joint Filing of Schedule 13D

1) 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;
2) 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:  February 22, 2018

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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