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*
Pleasant Lake Partners LLC

(Last) (First) (Middle)
110 GREENE STREET
SUITE 604

(Street)
NEW YORK NY 10012

(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)
02/10/2014
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 02/10/2014 P 40,000 A $19.1792 (1) 788,210 I See Footnote (2)
Common Stock 02/11/2014 P 400 A $20.4988 788,610 I See Footnote (2)
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*
Pleasant Lake Partners LLC

(Last) (First) (Middle)
110 GREENE STREET
SUITE 604

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PLP MM LLC

(Last) (First) (Middle)
110 GREENE STREET
SUITE 604

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pleasant Lake Onshore GP LLC

(Last) (First) (Middle)
110 GREENE STREET
SUITE 604

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pleasant Lake Offshore Master Fund L.P.

(Last) (First) (Middle)
110 GREENE STREET
SUITE 604

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pleasant Lake Co-Invest I LLC

(Last) (First) (Middle)
110 GREENE STREET
SUITE 604

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lennon Jonathan

(Last) (First) (Middle)
C/O PLEASANT LAKE PARTNERS LLC
110 GREENE STREET, SUITE 604

(Street)
NEW YORK NY 10012

(City) (State) (Zip)
Explanation of Responses:
1. The reported price is the weighted average price at which the shares reported herein were purchased. The shares were purchased in multiple transactions at prices ranging from $18.955 to $19.50. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, the number of shares purchased in each transaction and the price at which such shares were purchased.
2. Shares reported herein represent 413,804 shares held for the account of Pleasant Lake Offshore Master Fund L.P. (the "Master Fund") and 374,806 shares held for the account of Pleasant Lake Co-Invest I LLC ("Co-Invest I"). Pleasant Lake Partners LLC ("PLP") serves as the investment manager of the Master Fund and as manager of Co-Invest I. Pleasant Lake Onshore GP LLC ("GP LLC") serves as General Partner of the Master Fund and as Managing Member of Co-Invest I. PLP MM LLC is the managing member of PLP. Jonathan Lennon serves as manager of PLP MM LLC and GP LLC. 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 3 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.
Remarks:
/s/ PLEASANT LAKE PARTNERS LLC, By: PLP MM LLC, its Managing Member, By: Jonathan Lennon as Manager 02/12/2014
/s/ PLP MM LLC, By: Jonathan Lennon as Manager 02/12/2014
/s/ PLEASANT LAKE ONSHORE GP LLC, By: Jonathan Lennon as Manager 02/12/2014
/s/ PLEASANT LAKE OFFSHORE MASTER FUND L.P., By: Pleasant Lake Onshore GP LLC, its General Partner, By: Jonathan Lennon as Manager 02/12/2014
/s/ PLEASANT LAKE CO-INVEST I LLC, By: Pleasant Lake Onshore GP LLC, its Managing Member, By: Jonathan Lennon as Manager 02/12/2014
/s/ JONATHAN LENNON 02/12/2014
** 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).
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