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*
WEXFORD CAPITAL LP

(Last) (First) (Middle)
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)
WEST PALM BEACH FL 33401

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2018
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 04/10/2018 X 284,222(1) A $3.5 1,616,933 I See footnotes(2)(3)
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
Subscription Rights $3.5 04/10/2018 X 284,222 03/09/2018 04/10/2018 Common Stock, par value $0.01 284,222 $0 0 I See footnotes(2)(3)
1. Name and Address of Reporting Person*
WEXFORD CAPITAL LP

(Last) (First) (Middle)
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WEXFORD SPECTRUM INVESTORS LLC

(Last) (First) (Middle)
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DEBELLO INVESTORS LLC

(Last) (First) (Middle)
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wexford Focused Investors LLC

(Last) (First) (Middle)
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wexford GP LLC

(Last) (First) (Middle)
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)
WEST PALM BEACH FL 44302

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DAVIDSON CHARLES E

(Last) (First) (Middle)
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JACOBS JOSEPH

(Last) (First) (Middle)
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST

(Street)
WEST PALM BEACH FL 33401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents Common Stock of the Issuer acquired in the aggregate by Debello Investors LLC ("DI"), Wexford Focused Investors LLC ("WFI"), and Wexford Spectrum Investors LLC ("WSI", and together with WFI and DI, the "Funds") in the Issuer's rights offering described in the Form 424B4 filed by the Issuer with the U.S. Securities and Exchange Commission on March 12, 2018.
2. This form is jointly filed by the Funds, Wexford Capital LP ("Wexford"), Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs"), and Wexford GP LLC ("Wexford GP"). The common stock shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford reflects common stock owned of record by the Funds. Wexford serves as manager of each of the Funds, and as such may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. (Continued under Footnote (3) below).
3. (Continued from Footnote (2) above) Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any securities beneficially owned by the Funds for which Wexford serves as manager. Each of Wexford, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the securities reported herein, except to the extent of his or its actual pecuniary interest therein. The Reporting Persons may be deemed to be directors by deputization by virtue of Jacobs and Richard A. Shapiro, each an employee of Wexford, serving as directors of the Issuer.
Wexford Capital LP By: Wexford GP LLC, its general partner By: Arthur Amron, Vice President and Assistant Secretary 04/12/2018
Wexford Spectrum Investors LLC By: Arthur Amron, Vice President and Assistant Secretary 04/12/2018
Debello Investors LLC By: Arthur Amron, Vice President and Assistant Secretary 04/12/2018
Wexford Focused Investors LLC By: Arthur Amron, Vice President and Assistant Secretary 04/12/2018
Wexford GP LLC By: Arthur Amron, Vice President and Assistant Secretary 04/12/2018
Charles E. Davidson 04/12/2018
Joseph M. Jacobs 04/12/2018
** 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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