SEC Form 4 · accession 0001140361-15-012865
FAMOUS DAVES OF AMERICA INC · DAVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SAB CAPITAL ADVISORS LLC
10% Owner
SAB CAPITAL MANAGEMENT LLC
10% Owner
Scott A Bommer
10% Owner
SAB CAPITAL MANAGEMENT LP
10% Owner
Period of report
Mar 20, 2015
Accepted (ET)
Mar 20, 2015 · 6:25 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 value per shareF1,F2,F3 | Mar 20, 2015 | S | 10,000 | $29.2104 | D | 701,506 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This price reflects the weighted average price for open-market sales of Issuer's Common Stock, $0.01 par value per share (the "Shares") made by the Reporting Persons on March 20, 2015, within a $1.00 range. The actual prices for these transactions range from $28.96 to $29.49, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- F2These Shares are held for the account of each of SAB Capital Partners, L.P., a Delaware limited partnership ("SAB"), SAB Capital Partners II, L.P., a Delaware limited partnership ("SAB II"), and the SAB Overseas Master Fund, L.P., a Delaware limited partnership ("SAB Overseas"). These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: SAB Capital Advisors, L.L.C. (the "General Partner"), which serves as the general partner of each of SAB, SAB II and SAB Overseas; SAB Capital Management, L.P. (the "Investment Manager"), which serves as the investment manager of each of SAB, SAB II and SAB Overseas; SAB Capital Management, L.L.C. (the "IMGP"), which serves as the general partner of the Investment Manager; and Scott A. Bommer, who serves as the managing member of each of the General Partner and IMGP.
- F3Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
Remarks
Exhibit List: The Joint Acquisition Statement filed as Exhibit 1 and the Power of Attorney filed as Exhibit 2 to the Schedule 13G/A filed by the Reporting Persons on February 17, 2015 to reflect their beneficial ownership of the Shares reported herein is incorporated herein by reference.