Kanen David Form 4 FAMOUS DAVES OF AMERICA / David Kanen 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^*

Kanen David

(Last) (First) (Middle)

12701 WHITEWATER DR STE 190

(Street)

MINNETONKA MN 55343

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2019

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	07/22/2019		J		8,160	D	$0.00	1,155,254(1)	I	Kanen Wealth Management LLC(2)
Common Stock								83,441	D(3)
Common Stock								295,562	I	The Philotimo Fund, LP(4)

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^*

Kanen David

(Last) (First) (Middle)

12701 WHITEWATER DR STE 190

(Street)

MINNETONKA MN 55343

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kanen Wealth Management LLC

(Last) (First) (Middle)

10141 SWEET BAY COURT

(Street)

PARKLAND FL 33076

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Philotimo Fund, LP

(Last) (First) (Middle)

5850 CORAL RIDGE DRIVE SUITE 309

(Street)

CORAL SPRINGS FL 33076

(City) (State) (Zip)

Explanation of Responses:

1. These shares relate to customer accounts no longer managed by Kanen Wealth Management LLC ("KWM").

2. KWM does not have a pecuniary interest in the shares of Common Stock held in customer accounts managed by KWM. The number reflected above excludes 83,441 shares held in Mr. Kanen's account as described in footnote 3 below.

3. Mr. Kanen owns, pursuant to the beneficial ownership rules of Section 13(d) of the Securities Act of 1934,as amended, (the "Exchange Act"), 1,534,257 shares of Common Stock, which represents approximately 17% of the Issuer's outstanding shares of Common Stock. Pursuant to beneficial ownership rules, Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the 1,245,995 shares of Common Stock held in customer accounts managed by KWM (including the 83,441 shares held in Mr. Kanen's personal account) and the 295,562 shares of Common Stock held by the Philotimo Fund, LP, of which KWM is the general partner. Mr. Kanen expressly disclaims each beneficial ownership except to the extent of this pecuniary interest therein. Mr. Kanen does not have a pecuniary interest under Section 16 of the Exchange Act in the shares of Common Stock held in customer accounts managed by KWM other than the 83,441 shares held in Mr. Kanen's account.

4. Neither KWM, The Philotimo Fund, LP nor Mr. Kanen has any pecuniary interest in the sale of these shares.

Remarks:

	/s/ David Kanen	07/25/2019
	** 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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