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*
LionEye Capital Management LLC

(Last) (First) (Middle)
152 WEST 57TH STREET
10TH FLOOR

(Street)
NEW YORK NY 10019

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2015
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, par value $0.01 per share 12/22/2015 S 17,363 D $6.92 (1) 1,167,667 I See footnotes (3) (4)
Common stock, par value $0.01 per share 12/23/2015 S 35,291 D $6.98 (2) 1,132,376 I See footnotes (3) (4)
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*
LionEye Capital Management LLC

(Last) (First) (Middle)
152 WEST 57TH STREET
10TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LionEye Master Fund Ltd

(Last) (First) (Middle)
C/O ELIAN FIDUCIARY SERVICES (CAYMAN
89 NEXUS WAY

(Street)
CAMANA BAY, GRAND CAYMAN E9 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LionEye Onshore Fund LP

(Last) (First) (Middle)
152 WEST 57TH STREET
10TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LionEye Advisors LLC

(Last) (First) (Middle)
152 WEST 57TH STREET
10TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Raneri Stephen

(Last) (First) (Middle)
C/O LIONEYE CAPITAL MANAGEMENT LLC
152 WEST 57TH STREET, 10TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rosen Arthur

(Last) (First) (Middle)
C/O LIONEYE CAPITAL MANAGEMENT LLC
152 WEST 57TH STREET, 10TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.90 to $7.10, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein.
2. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.91 to $7.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein.
3. LionEye Capital Management LLC ("LionEye Capital Management") serves as investment manager to each of LionEye Master Fund Ltd ("LionEye Master"), LionEye Onshore Fund LP ("LionEye Onshore") and certain managed accounts (the "Accounts" and together with LionEye Master and LionEye Onshore, the "Investment Vehicles") and has investment discretion with respect to the securities reported herein which are held by the Investment Vehicles. LionEye Advisors LLC ("LionEye Advisors") is the general partner of LionEye Onshore. Stephen Raneri and Arthur Rosen are each managing members of LionEye Capital Management and LionEye Advisors.
4. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
/s/ LionEye Capital Management LLC; By Stephen Raneri, Managing Member 12/24/2015
/s/ LionEye Master Fund Ltd; By Stephen Raneri, Director 12/24/2015
/s/ LionEye Onshore Fund LP; By LionEye Advisors LLC, its General Partner; By Stephen Raneri, its Managing Member 12/24/2015
/s/ LionEye Advisors LLC; By Stephen Raneri, its Managing Member 12/24/2015
/s/ Stephen Raneri 12/24/2015
/s/ Arthur Rosen 12/24/2015
** 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).
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