Edgar Filing: FAMOUS DAVES OF AMERICA INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Walsh Patrick

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	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Footnotes 1 and 2

(Last)

(First)

(Middle)

141 W. JACKSON BLVD, SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2016

(Street)

CHICAGO, IL 60604

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾ ⁽²⁾	06/27/2016		S		35,000	D	$ 5.02	347,177 ⁽³⁾	I	By PW Partners Atlas Fund LP ⁽⁴⁾
Common Stock	06/27/2016		P		35,000	A	$ 5.02	35,000	I	PW Partners Atlas Fund II, LP
Common Stock								52,575	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Walsh Patrick 141 W. JACKSON BLVD SUITE 300 CHICAGO, IL 60604	X			See Footnotes 1 and 2
PW Partners Atlas Fund II, LP 141 W. JACKSON BLVD SUITE 300 CHICAGO, IL 60604				Related Fund

Signatures

By: /s/ Patrick Walsh		06/29/2016
^**Signature of Reporting Person		Date
By: PW Partners Atlas Fund II, LP, Managing Member and Chief Executive Officer		06/29/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 4 is filed jointly by PW Partners Atlas Fund LP, PW Partners Atlas Fund II, LP and Patrick Walsh, a director of the Issuer. PW Partners Atlas Fund LP, PW Partners Atlas Fund II, LP and Mr. Walsh are members of a Section 13(d) reporting group.
(2)	PW Partners Atlas Fund LP and Mr. Walsh disclaim beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
(3)	A previous Form 4 reported indirect ownership of by PW Partners Atlas Fund LP of 381,177 shares. The indirect ownership was correctly 382,177 shares and the total ownership has been corrected after the sale in this reporting.
(4)	Represents shares of common stock owned directly by PW Partners Atlas Fund LP ("Atlas Fund"). As the General Partner of Atlas Fund, PW Partners Atlas Funds, LLC may be deemed to beneficially own the shares of Common Stock owned directly by Atlas Fund. As the Investment Manager of Atlas Fund, PW Partners Capital Management may be deemed to beneficially own the shares of Common Stock owned directly by Atlas Fund. As the Managing Member of PW Partners Capital Management LLC and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the shares of Common Stock owned directly by Atlas Fund.

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