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13D Filing: Marcato Capital Management and Buffalo Wild Wings Inc (BWLD)

Buffalo Wild Wings Inc (NASDAQ:BWLD): Richard Mcguire’s Marcato Capital Management filed an amended 13D.

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

Please follow Marcato Capital Management (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Marcato Capital Management or update its stock holdings.

Richard Mcguire
Richard Mcguire
Marcato Capital Management

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
Marcato Capital Management 0 992,399 0 992,399 992,399 6.4%
Richard T. McGuire III 0 992,399 0 992,399 992,399 6.4%
Marcato International Master Fund Ltd 0 950,699 0 950,699 950,699 6.1%
Marcato Special Opportunities Master Fund 0 41,700 0 41,700 41,700 0.3%
Richard Mcguire
Richard Mcguire
Marcato Capital Management

Page 1 of 9 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 16)

 

 

Buffalo Wild
Wings, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

119848109

(CUSIP Number)

Richard T. McGuire III

Marcato Capital Management LP

Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

(415) 796-6350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Richard M. Brand

Joshua
A. Apfelroth

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

(212)
504-6000

November 27, 2017

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box.  ☐

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Page 2 of 9 – SEC Filing

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 persons 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 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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Page 3 of 9 – SEC Filing


CUSIP No. 119848109 SCHEDULE 13D Page
2
of 8
1

NAME OF
REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Marcato Capital Management LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or

2(e)  ☐

6

CITIZENSHIP OR PLACE OF
ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

992,399

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

992,399

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

992,399

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES  ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

6.4%

14

TYPE OF REPORTING PERSON

IA

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Page 4 of 9 – SEC Filing


CUSIP No. 119848109 SCHEDULE 13D Page
3
of 8
1

NAME OF
REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Richard T. McGuire III

2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or

2(e)  ☐

6

CITIZENSHIP OR PLACE OF
ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

992,399

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

992,399

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

992,399

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES  ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

6.4%

14

TYPE OF REPORTING PERSON

IN

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Page 5 of 9 – SEC Filing


CUSIP No. 119848109 SCHEDULE 13D Page
4
of 8
1

NAME OF
REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Marcato International Master Fund Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or

2(e)  ☐

6

CITIZENSHIP OR PLACE OF
ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

950,699

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

950,699

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

950,699

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES  ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

6.1%

14

TYPE OF REPORTING PERSON

OO

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Page 6 of 9 – SEC Filing


CUSIP No. 119848109 SCHEDULE 13D Page
5
of 8
1

NAME OF
REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Marcato Special Opportunities Master Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or

2(e)  ☐

6

CITIZENSHIP OR PLACE OF
ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

41,700

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

41,700

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

41,700

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES  ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

0.3%

14

TYPE OF REPORTING PERSON

PN

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Page 7 of 9 – SEC Filing


CUSIP No. 119848109 SCHEDULE 13D Page
6
of 8

This amendment No. 16 to Schedule 13D (this Amendment No. 16), amends
and supplements the Schedule 13D filed on July 25, 2016 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 16, collectively, the Schedule 13D) with respect to the Common Stock,
no par value (the Shares), of Buffalo Wild Wings, Inc., a Minnesota corporation (the Issuer). Capitalized terms not defined in this Amendment No. 16 shall have the meaning ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is
relevant.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby
supplementally amended as follows:

The net investment cost (including commissions, if any) of the Shares acquired by Marcato International
as described in Exhibit Y is approximately $5,804,309.74. The amounts paid were funded by working capital.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplementally amended as
follows:

In light of the Issuers execution of the Merger Agreement and the corresponding increase in the market price of the Shares,
Marcato International entered into a short sale against the box position with respect to 950,000 Shares, as further described in Exhibit Y, which short sales Marcato International intends to cover within 20 days.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and
restated in its entirety as follows:

(a) As of the date hereof, (i) Marcato, and Mr. McGuire may each be deemed to be the
beneficial owner of 992,399 Shares (the Marcato Shares), constituting approximately 6.4% of the Shares, (ii) Marcato International may be deemed to be the beneficial owner of 950,699 Shares, constituting approximately 6.1% of the
Shares and (iii) Marcato Special Opportunities Fund may be deemed to be the beneficial owner of 41,700 Shares, constituting approximately 0.3% of the Shares, each based upon 15,530,075 Shares outstanding as of November 24, 2017, as
reported in the Issuers filing with the SEC on Schedule 14A on November 28, 2017.

(b) Marcato International may be deemed
to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 950,699 Shares and, therefore, may be deemed to be the beneficial owner of such Shares. Marcato Special Opportunities Fund may be
deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 41,700 Shares and, therefore, may be deemed to be the beneficial owner of such Shares. Marcato, as the investment manager of
Marcato International and Marcato Special Opportunities Fund, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, may be deemed to be
the beneficial owner of such Shares. By virtue of Mr. McGuires position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct
the disposition of) the Marcato Shares and, therefore, may be deemed to be the beneficial owner of the such Shares. Each of the Reporting Persons disclaims beneficial ownership of any Shares owned by Parent or any affiliate of Parent and each of the
Reporting Persons hereby expressly disclaims membership in a group under the Securities Exchange Act of 1934 with Parent or any affiliate of Parent with respect to any securities of the Issuer.

(c) The transactions by Marcato International in the securities of the Issuer during the past sixty days are set forth in Exhibit Y. Except as
set forth in Exhibit Y, there have been no other transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.

(d) The limited partners of (or investors in) Marcato International and Marcato Special Opportunities Fund, or their respective subsidiaries
or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their
respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

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Page 8 of 9 – SEC Filing


CUSIP No. 119848109 SCHEDULE 13D Page
7
of 8
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplementally amended as follows:

The information set forth in Item 4 and Item 5 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit A: Joint Filing Agreement*

Exhibit B: Schedule of Transactions in Shares*

Exhibit
C: Letter, dated August 17, 2016*

Exhibit D: Presentation, dated August 25, 2016*

Exhibit E: Schedule of Transactions in Shares*

Exhibit F: Joinder Agreement*

Exhibit G: Presentation,
dated October 5, 2016*

Exhibit H: Schedule of Transactions in Shares*

Exhibit I: Letter, dated October 13, 2016*

Exhibit J:
Letter, dated December 6, 2016*

Exhibit K: Schedule of Transactions in Shares*

Exhibit L: Notice, dated February 6, 2017*

Exhibit M: Press
Release, dated February 6, 2017*

Exhibit N: Form of Engagement and Indemnification Agreement*

Exhibit O: Schedule of Transactions in Shares*

Exhibit P: Joint
Filing Agreement, dated February 16, 2017*

Exhibit Q: Press Release and Letter, dated April 20, 2017*

Exhibit R: Presentation, dated April 20, 2017*

Exhibit S:
Schedule of Transactions in Shares*

Exhibit T: Schedule of Transactions in Shares*

Exhibit U: Press Release, dated June 2, 2017*

Exhibit V:
Schedule of Transactions in Shares*

Exhibit W: Schedule of Transactions in Shares*

Exhibit X: Voting Agreement, dated November 28, 2017*

Exhibit Y: Schedule of Transactions in Shares

* Previously filed.

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Page 9 of 9 – SEC Filing


CUSIP No. 119848109 SCHEDULE 13D Page
8
of 8

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: November 30, 2017

Marcato Capital Management LP◆

By: Marcato Holdings LLC, its General Partner

By:

/s/ Richard T. McGuire III

Richard T. McGuire III, Authorized Person

/s/ Richard T. McGuire
III◆

Richard T. McGuire III

Marcato International Master Fund Ltd.

By:

/s/ Richard T. McGuire III

Richard T. McGuire III, Director

Marcato Special Opportunities Master Fund LP

By: MCM I General Partner LLC, its General Partner

By:

/s/ Richard T. McGuire III

Richard T. McGuire III, Authorized Person

This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the
beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
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