Edgar Filing: Gould James M

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Gould James M

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2004

3. Issuer Name and Ticker or Trading Symbol
BUILD A BEAR WORKSHOP INC [BBW]

(Last)

(First)

(Middle)

312 WALNUT STREET,Â SUITE 1151

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 Original Filed(Month/Day/Year)

(Street)

CINCINNATI,Â OHÂ 45202

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	93,864	I	Walnut Capital Partners, L.P. ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-3 Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,190,203	$ ⁽³⁾	I	Walnut Capital Partners, L.P. ⁽¹⁾
Series B-2 Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,380,418	$ ⁽⁴⁾	I	Walnut Capital Partners, L.P. ⁽¹⁾
Series D-1 Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	813,499	$ ⁽⁵⁾	I	Walnut Investment Partners, L.P. ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gould James M 312 WALNUT STREET SUITE 1151 CINCINNATI,Â OHÂ 45202	Â X	Â	Â	Â

Signatures

/s/ John Burtelow, Attorney-in-fact for James Gould		10/27/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	James Gould is a manager of Walnut Capital Management Group, LLC which is the general partner of Walnut Capital Partners, L.P. Mr. Gould disclaims beneficial ownership of the shares owned by Walnut Capital Partners, L.P. except to the extent of his pecuniary interest therein.
(2)	Convertible upon demand. All shares of preferred stock will convert automatically upon consummation of the Company's initial public offering.
(3)	1.30333-to-1.
(4)	1-to-1.
(5)	1.200083-to-1.
(6)	James Gould is a manager of Walnut Investments Holding Company which is the general partner of Walnut Investment Partners, L.P. Mr. Gould disclaims beneficial ownership of the shares owned by Walnut Investment Partners, L.P. except to the extent of his pecuniary interest therein.

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