Statement of Changes in Beneficial Ownership (4)
December 22 2016 - 4:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Pleasant Lake Partners LLC
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2. Issuer Name
and
Ticker or Trading Symbol
FAMOUS DAVES OF AMERICA INC
[
DAVE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
110 GREENE STREET, SUITE 604
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/13/2016
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(Street)
NEW YORK, NY 10012
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/13/2016
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S
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498555
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D
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$4.6005
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50000
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I
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See Footnote
(1)
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Common Stock
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12/14/2016
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S
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4900
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D
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$4.8561
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45100
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I
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See Footnote
(1)
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Common Stock
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12/15/2016
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S
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45100
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D
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$4.7563
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0
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I
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See Footnote
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Shares reported herein were held for the account of Pleasant Lake Offshore Master Fund L.P. (the "Master Fund"). Pleasant Lake Partners LLC ("PLP") serves as the investment manager of the Master Fund. Pleasant Lake Onshore GP LLC ("GP LLC") serves as General Partner of the Master Fund. PLP MM LLC is the managing member of PLP. Jonathan Lennon serves as manager of PLP MM LLC and GP LLC. Mr. Lennon also serves as a Director of the issuer. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Pleasant Lake Partners LLC
110 GREENE STREET
SUITE 604
NEW YORK, NY 10012
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X
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PLP MM LLC
110 GREENE STREET
SUITE 604
NEW YORK, NY 10012
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X
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Pleasant Lake Onshore GP LLC
110 GREENE STREET
SUITE 604
NEW YORK, NY 10012
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X
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Pleasant Lake Offshore Master Fund L.P.
110 GREENE STREET
SUITE 604
NEW YORK, NY 10012
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X
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Lennon Jonathan
C/O PLEASANT LAKE PARTNERS LLC
110 GREENE STREET, SUITE 604
NEW YORK, NY 10012
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X
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Signatures
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/s/ PLEASANT LAKE PARTNERS LLC, By: PLP MM LLC, its Managing Member, By: Jonathan Lennon as Manager
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12/22/2016
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**
Signature of Reporting Person
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Date
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/s/ PLP MM LLC, By: Jonathan Lennon as Manager
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12/22/2016
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**
Signature of Reporting Person
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Date
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/s/ PLEASANT LAKE ONSHORE GP LLC, By: Jonathan Lennon as Manager
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12/22/2016
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**
Signature of Reporting Person
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Date
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/s/ PLEASANT LAKE OFFSHORE MASTER FUND L.P., By: Pleasant Lake Onshore GP LLC, its General Partner, By: Jonathan Lennon as Manager
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12/22/2016
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**
Signature of Reporting Person
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Date
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/s/ JONATHAN LENNON
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12/22/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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