Patrick Walsh Form 4 FAMOUS DAVES OF AMERICA / Patrick Walsh ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Walsh Patrick

(Last) (First) (Middle)

141 W. JACKSON BLVD.

STE. 1702

(Street)

CHICAGO IL 60604

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FAMOUS DAVES OF AMERICA INC [ DAVE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value(1)	08/16/2018		S		117,459	D	$6.4864	198,054	I	By PW Partners Atlas Fund LP(2)
Common Stock, $0.01 par value(1)	08/17/2018		S		20,000	D	$6.3963	178,054	I	By PW Partners Atlas Fund LP(2)
Common Stock, $0.01 par value(1)								61,277	D
Common Stock, $0.01 par value(1)								0	I	By PW Partners Atlas Fund II, LP
Common Stock, $0.01 par value(1)								0	I	By PW Partners, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Walsh Patrick

(Last) (First) (Middle)

141 W. JACKSON BLVD.

STE. 1702

(Street)

CHICAGO IL 60604

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PW Partners Atlas Fund LP

(Last) (First) (Middle)

141 W. JACKSON BLVD., SUITE 1702

(Street)

CHICAGO IL 60604

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PW Partners Atlas Funds, LLC

(Last) (First) (Middle)

141 W. JACKSON BLVD., SUITE 1702

(Street)

CHICAGO IL 60604

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PW Partners, LLC

(Last) (First) (Middle)

141 W. JACKSON BLVD., SUITE 1702

(Street)

CHICAGO IL 60604

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PW Partners Capital Management LLC

(Last) (First) (Middle)

141 W. JACKSON BLVD., SUITE 1702

(Street)

CHICAGO IL 60604

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.

2. Represents securities owned directly by Atlas Fund I. As the General Partner of Atlas Fund I, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Investment Manager of Atlas Fund I, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund I.

	By: /s/ Patrick Walsh	08/20/2018
	By: PW Partners Atlas Fund LP, By: PW Partners Atlas Funds, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer	08/20/2018
	By: PW Partners Atlas Fund II LP, By: PW Partners Atlas Funds, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer	08/20/2018
	By: PW Partners Atlas Funds, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer	08/20/2018
	By: PW Partners, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer	08/20/2018
	By: PW Partners Capital Management LLC, By: /s/ Patrick Walsh, Managing Member	08/20/2018
	** 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 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).
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