SEC Form 4 · accession 0000921895-18-001455
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 25, 2018 · 6:14 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 StockF1,F3,F2 | Apr 10, 2018 | X | 243,573 | $3.50 | A | 1,385,677 | I | See footnote |
| Common StockF1,F4,F2 | Apr 18, 2018 | X | 58,802 | $3.50 | A | 1,444,479 | I | See footnote |
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,F2 | $3.50 | Apr 10, 2018 | X | 243,573 | D | Mar 12, 2018 | Apr 10, 2018 | Common Stock | 243,573 | 0 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Bandera Partners LLC ("Bandera Partners"), Gregory Bylinsky and Jefferson Gramm (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns 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.
- F2Bandera Partners is the investment manager of Bandera Master Fund L.P. ("Bandera Master Fund"), in whose name the shares are held. Messrs. Bylinsky and Gramm are the Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners. Bandera Master Fund has delegated to Bandera Partners the sole and exclusive authority to vote and dispose of the securities held by Bandera Master Fund. As a result, each of Bandera Partners and Messrs. Bylinsky and Gramm may be deemed to beneficially own the shares held by Bandera Master Fund.
- F3Shares acquired by Bandera Master Fund following the exercise of its basic subscription privilege in connection with the Issuer's subscription rights offering (the "Offering"). Bandera Master Fund also exercised its over-subscription privilege in connection with the Offering.
- F4Shares acquired by Bandera Master Fund following the exercise of its over-subscription privilege in connection with the Offering.
- F5Subscription rights acquired by Bandera Master Fund 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.