SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Walsh Patrick
(Last) (First) (Middle)
141 W. JACKSON BLVD
SUITE 300
(Street)
CHICAGO IL 60604
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2016
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
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
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Walsh Patrick
(Last) (First) (Middle)
141 W. JACKSON BLVD
SUITE 300
(Street)
CHICAGO IL 60604
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes 1 and 2
1. Name and Address of Reporting Person*
PW Partners Atlas Fund II, LP
(Last) (First) (Middle)
141 W. JACKSON BLVD
SUITE 300
(Street)
CHICAGO IL 60604
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Related Fund
Explanation of Responses:
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.
Remarks:
By: /s/ Patrick Walsh 06/29/2016
By: PW Partners Atlas Fund II, LP, Managing Member and Chief Executive Officer 06/29/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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