SEC Form 5 · accession 0000921895-19-000494
FAMOUS DAVES OF AMERICA INC · DAVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 8:08 pm EST
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,F2 | Nov 20, 2018 | P | 725 | $5.0956 | A | 1,240,641 | I | Kanen Wealth Management LLC |
| Common StockF1,F2 | Nov 20, 2018 | P | 975 | $5.0956 | A | 1,241,616 | I | Kanen Wealth Management LLC |
| Common StockF3,F1,F2 | Nov 20, 2018 | J | 1,000 | $5.11 | D | 1,240,616 | I | Kanen Wealth Management LLC |
| Common StockF4,F1,F2 | Nov 20, 2018 | J | 11,581 | — | D | 1,229,035 | I | Kanen Wealth Management LLC |
| Common StockF1,F2 | Nov 29, 2018 | P | 3,368 | $5.0597 | A | 1,232,403 | I | Kanen Wealth Management LLC |
| Common StockF1,F2 | Nov 29, 2018 | P | 1,332 | $5.0597 | A | 1,233,735 | I | Kanen Wealth Management LLC |
| Common StockF1,F2 | Dec 3, 2018 | P | 13,157 | $5.09 | A | 1,246,892 | I | Kanen Wealth Management LLC |
| Common StockF1,F2 | Dec 3, 2018 | P | 2,640 | $5.0956 | A | 1,249,532 | I | Kanen Wealth Management LLC |
| Common StockF5 | Dec 3, 2018 | P | 1,903 | $5.09 | A | 57,408 | D | |
| Common StockF5 | holding | — | — | — | 283,083 | I | The Philotimo Fund LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Kanen Wealth Management LLC ("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 57,408 shares held in Mr. Kanen's account as described in footnote 5 below.
- F2Neither KWM, The Philotimo Fund, LP nor Mr. Kanen has any pecuniary interest in the purchase of these shares.
- F3Represents a sale of shares on behalf of one of the managed accounts. Neither KWM, The Philotimo Fund, LP nor Mr. Kanen has any pecuniary interest in these shares.
- F4Represents a distribution of shares to a client account. Neither KWM, The Philotimo Fund, LP nor Mr. Kanen has any pecuniary interest in these shares.
- F5Mr. Kanen beneficially owns, pursuant to the beneficial ownership rules of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "ExchangeAct"), 1,590,023 shares of Common Stock, which represent approximately 17.5% of the Issuer's outstanding shares of Common Stock. Pursuant to such beneficial ownership rules, Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the 1,306,940 shares of Common Stock held in customer accounts managed by KWM (including the 57,408 shares held in Mr. Kanen's account) and the 283,083 shares of Common Stock held by The Philotimo Fund LLC, of which KWM is the general partner. Mr. Kanen expressly disclaims such beneficial ownership except to the extent of his 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 57,408 shares held in Mr. Kanen's account.