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. ☐
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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CUSIP No. 119848109
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SCHEDULE 13D
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Page 2 of 8
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1
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NAME OF
REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
992,399 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
42,399 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,399 (see Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.4% (see Item 5)
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 119848109
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SCHEDULE 13D
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Page 3 of 8
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1
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NAME OF
REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard T. McGuire III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
992,399 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
42,399 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,399 (see Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.4% (see Item 5)
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 119848109
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SCHEDULE 13D
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Page 4 of 8
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1
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NAME OF
REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato International Master Fund Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
950,699 (see Item 5)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
699 (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,699 (see Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.1% (see Item 5)
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 119848109
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SCHEDULE 13D
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Page 5 of 8
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1
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NAME OF
REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marcato Special Opportunities Master Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
41,700
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
41,700
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,700
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.3%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 119848109
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SCHEDULE 13D
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Page 6 of 8
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This amendment No. 18 to Schedule 13D (this Amendment No. 18), 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. 18, 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. 18 shall have the meaning ascribed to them in the Schedule 13D. This Amendment
No. 18 is being filed to disclose a disposition of more than 1% of the outstanding Shares, as more fully explained in Item 5 of this Amendment No. 18.
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 5.
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Interest in Securities of the Issuer
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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 15,532,523 Shares outstanding as of December 21, 2017 (based on
disclosure in the Issuers definitive proxy statement on Schedule 14A filed with the SEC on December 28, 2017). The foregoing includes 950,000 Shares sold by Marcato International on January 29, 2018, as a result of which, Marcato
International no longer has any economic exposure to the performance of such Shares. However, notwithstanding such sales, Marcato, Marcato International and Mr. McGuire owned such Shares as of the record date (the Record Date) for
the Issuers special meeting of shareholders to be held on February 2, 2018 (the Special Meeting), and thus remain entitled to direct the vote of such Shares for purposes of the Special Meeting.
(b) Marcato International may be deemed to have the shared power to vote or direct the vote of 950,699 Shares and, therefore, may be deemed to
be the beneficial owner of such Shares. Of such 950,699 Shares, Marcato International may be deemed to have the shared power to dispose or direct the disposition of 699 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 the Marcato Shares and, therefore, may be deemed to be the beneficial owner of such Shares. Marcato may be deemed to have the
shared power to dispose or direct the disposition of 42,399 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 the
Marcato Shares and, therefore, may be deemed to be the beneficial owner of the such Shares. Mr. McGuire may be deemed to have the shared power to dispose or direct the disposition of 42,399 of 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 Z and Exhibit AA, which are incorporated herein by reference. Except as set forth in Exhibit Z and Exhibit AA, 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.
(e) The Reporting Persons sold 950,000 Shares on January 29, 2018 and thus no longer have any economic exposure to the performance of
such Shares; however, the Reporting Persons retained voting power over such Shares for purposes of the Special Meeting, because the Reporting Persons owned such Shares on the Record Date.
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CUSIP No. 119848109
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SCHEDULE 13D
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Page 7 of 8
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby supplementally amended as follows:
On January 29, 2018, Marcato International exercised American-style put options referencing an aggregate of 950,000 Shares, each with a
strike price of $200. In connection with the exercise of such American-style put options, Marcato International sold 950,000 Shares to the counterparty thereto. As of January 29, 2018, the Reporting Persons no longer hold any put options on
Shares.
Item 7.
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Material to be Filed as Exhibits
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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*
Exhibit Z:
Schedule of Transactions in Shares*
Exhibit AA: Schedule of Transactions in Shares
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CUSIP No. 119848109
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SCHEDULE 13D
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Page 8 of 8
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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: January 31, 2018
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Marcato Capital Management LP◆
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By: Marcato Holdings LLC, its General Partner
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By:
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/s/ Richard T. McGuire III
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Richard T. McGuire III, Authorized Person
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/s/ Richard T. McGuire III◆
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Richard T. McGuire III
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Marcato International Master Fund Ltd.
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By:
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/s/ Richard T. McGuire III
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Richard T. McGuire III, Director
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Marcato Special Opportunities Master Fund LP
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By: MCM I General Partner LLC, its General Partner
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By:
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/s/ Richard T. McGuire III
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Richard T. McGuire III, Authorized Person
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◆
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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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