Marcato Special Opportunities Master Fund Form 3 BUFFALO WILD WINGS / Richard McGuire ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MARCATO CAPITAL MANAGEMENT LP

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2017

3. Issuer Name and Ticker or Trading Symbol
BUFFALO WILD WINGS INC [ BWLD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	982,600	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MARCATO CAPITAL MANAGEMENT LP

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marcato International Master Fund, Ltd.

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marcato Special Opportunities Master Fund LP

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McGuire Richard

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. In addition to Marcato Capital Management, LP, a Delaware limited partnership ("Marcato"), this Form 3 is being filed jointly by Marcato International Master Fund, Ltd., a Cayman Islands exempted company ("Marcato International"), Marcato Special Opportunities Master Fund LP, a Cayman Islands limited partnership ("Marcato Special Opportunities Fund"), and Richard McGuire III, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Marcato and may be deemed to have a pecuniary interest in securities reported on this Form 3 (the "Subject Securities").

2. Marcato, as the investment manager of Marcato International and Marcato Special Opportunities Fund, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. McGuire's position as Managing Partner of Marcato, Mr. McGuire may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

3. Mr. McGuire, a member of the board of directors of the Issuer of the Subject Securities, was elected to that board as a representative of the Reporting Persons. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

	MARCATO CAPITAL MANAGEMENT LP, By: Marcato Holdings LLC, its General Partner, By: /s/ Richard McGuire III, Richard McGuire III, Managing Member	06/20/2017
	MARCATO INTERNATIONAL MASTER FUND, LTD., By: /s/ Richard McGuire III, Richard McGuire, Director	06/20/2017
	MARCATO SPECIAL OPPORTUNITIES MASTER FUND LP, By: /s/ Richard McGuire III, Richard McGuire III, Director	06/20/2017
	By: /s/ Richard McGuire III, Richard McGuire III, Director	06/20/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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