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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| John Sharon Price C/O BUILD-A-BEAR WORKSHOP, INC. 415 SOUTH 18TH STREET ST. LOUIS, MO 63103 |
X | President and CEO | ||
| /s/ Eric R. Fencl, attorney-in-fact for Sharon Price John | 04/18/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Grant to reporting person of 14,727 shares of restricted stock. The shares vest in equal installments on April 30, 2025, April 30, 2026, and April 30, 2027. |
| (2) | Price is not applicable to grants of restricted stock. |
| (3) | Grant to reporting person of restricted stock upon payout of earned performance share award under a shareholder-approved equity incentive plan. The payout was based on the level of achievement of performance metrics for fiscal 2021, 2022 and 2023. The shares will vest, subject to the reporting person's continued employment with the issuer, on April 30, 2024. |
| (4) | After giving effect to the transactions reported in this Form 4, Ms. John directly owns 449,575 shares of common stock and 166,318 shares of restricted stock of Build-A-Bear Workshop, Inc. |