SEC Form 4 · accession 0000921895-18-001312
FAMOUS DAVES OF AMERICA INC · DAVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 10, 2018
Accepted (ET)
Apr 13, 2018 · 5:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001021270
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1,F2,F3 | Apr 10, 2018 | X | 53,034 | $3.50 | A | 302,709 | I | By PW Partners Atlas Fund LP |
| Common Stock, $0.01 par valueF1,F2,F4 | Apr 10, 2018 | X | 7,464 | $3.50 | A | 42,464 | I | By PW Partners Atlas Fund II, LP |
| Common Stock, $0.01 par valueF1,F2 | Apr 10, 2018 | X | 8,316 | $3.50 | A | 60,891 | D | |
| Common Stock, $0.01 par valueF1 | holding | — | — | — | 0 | I | By PW Partners, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Rights (right to buy)F5,F3 | $3.50 | Apr 10, 2018 | X | 53,034 | D | Mar 12, 2018 | Apr 10, 2018 | Common Stock, $0.01 par value | 53,034 | 0 | I |
| Subscription Rights (right to buy)F5,F4 | $3.50 | Apr 10, 2018 | X | 7,464 | D | Mar 12, 2018 | Apr 10, 2018 | Common Stock, $0.01 par value | 7,464 | 0 | I |
| Subscription Rights (right to buy)F5 | $3.50 | Apr 10, 2018 | X | 8,316 | D | Mar 12, 2018 | Apr 10, 2018 | Common Stock, $0.01 par value | 8,316 | 0 | D |
Explanation of responses
- F1This 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"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. 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.
- F2Shares being acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh following the exercise of its/his basic subscription privilege in connection with the Issuer's subscription rights offering (the "Offering"). Each of Atlas Fund I, Atlas Fund II and Mr. Walsh has also exercised its/his over-subscription privilege in connection with the Offering. The number of shares each of Atlas Fund I, Atlas Fund II and Mr. Walsh will acquire in connection with its/his over-subscription privilege has not yet been determined by the Issuer.
- F3Represents 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.
- F4Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. 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 II.
- F5Subscription rights acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh in connection with the Offering. For each share of Common Stock held by a shareholder of the Issuer, such shareholder received 0.2132674 subscription rights in connection with the Offering. Each whole subscription right allowed the holder thereof to subscribe to purchase one share of Common Stock and to purchase additional shares pursuant to an over-subscription privilege.