Page 6 of 8 – SEC Filing
| CUSIP No. 119848109 | SCHEDULE 13D | Page |
This amendment No. 17 to Schedule 13D (this Amendment No. 17), 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. 17, 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. 17 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 and options on Shares acquired
by Marcato International as described in the table set forth on Exhibit Z is approximately $190,066,500. 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:
On December 15, 2017, Marcato International delivered 950,000 Shares to cover a short sale against the box position with
respect to such number of Shares, as further described in Exhibit Z.
| 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 December 15, 2017 (based on disclosure
in the Issuers preliminary proxy statement on Schedule 14A filed with the SEC on December 18, 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 and
Exhibit Z. Except as set forth in Exhibit Y and Exhibit Z, 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.
