0001140361-15-012865.txt : 20150320 0001140361-15-012865.hdr.sgml : 20150320 20150320182551 ACCESSION NUMBER: 0001140361-15-012865 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150320 FILED AS OF DATE: 20150320 DATE AS OF CHANGE: 20150320 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FAMOUS DAVES OF AMERICA INC CENTRAL INDEX KEY: 0001021270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 411782300 STATE OF INCORPORATION: MN FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 12701 WHITEWATER DRIVE STREET 2: SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 952-294-1300 MAIL ADDRESS: STREET 1: 12701 WHITEWATER DRIVE STREET 2: SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55343 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOMMER SCOTT A CENTRAL INDEX KEY: 0001251933 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21625 FILM NUMBER: 15717341 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAB CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001135020 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21625 FILM NUMBER: 15717342 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126109066 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAB CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001359894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21625 FILM NUMBER: 15717343 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2124578010 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAB CAPITAL ADVISORS LLC CENTRAL INDEX KEY: 0001135018 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21625 FILM NUMBER: 15717344 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2126109066 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 4 1 doc1.xml FORM 4 X0306 4 2015-03-20 1 0001021270 FAMOUS DAVES OF AMERICA INC DAVE 0001135018 SAB CAPITAL ADVISORS LLC 767 FIFTH AVENUE 44TH FLOOR NEW YORK NY 10153 0 0 1 0 0001359894 SAB CAPITAL MANAGEMENT LP 767 FIFTH AVENUE 44TH FLOOR NEW YORK NY 10153 0 0 1 0 0001135020 SAB CAPITAL MANAGEMENT LLC 767 FIFTH AVENUE 44TH FLOOR NEW YORK NY 10153 0 0 1 0 0001251933 BOMMER SCOTT A 767 FIFTH AVENUE 44TH FLOOR NEW YORK NY 10153 0 0 1 0 Common Stock, $0.01 par value per share 2015-03-20 4 S 0 10000 29.2104 D 701506 I See footnotes This price reflects the weighted average price for open-market sales of Issuer's Common Stock, $0.01 par value per share (the "Shares") made by the Reporting Persons on March 20, 2015, within a $1.00 range. The actual prices for these transactions range from $28.96 to $29.49, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. These Shares are held for the account of each of SAB Capital Partners, L.P., a Delaware limited partnership ("SAB"), SAB Capital Partners II, L.P., a Delaware limited partnership ("SAB II"), and the SAB Overseas Master Fund, L.P., a Delaware limited partnership ("SAB Overseas"). These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: SAB Capital Advisors, L.L.C. (the "General Partner"), which serves as the general partner of each of SAB, SAB II and SAB Overseas; SAB Capital Management, L.P. (the "Investment Manager"), which serves as the investment manager of each of SAB, SAB II and SAB Overseas; SAB Capital Management, L.L.C. (the "IMGP"), which serves as the general partner of the Investment Manager; and Scott A. Bommer, who serves as the managing member of each of the General Partner and IMGP. Each Reporting Person disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. Exhibit List: The Joint Acquisition Statement filed as Exhibit 1 and the Power of Attorney filed as Exhibit 2 to the Schedule 13G/A filed by the Reporting Persons on February 17, 2015 to reflect their beneficial ownership of the Shares reported herein is incorporated herein by reference. /s/ Brian Jackelow, attorney-in-fact for Scott A. Bommer, individually and (a) as managing member of SAB Capital Advisors, LLC and (b) as managing member of SAB Capital Management, LLC, for itself and as the general partner of SAB Capital Management LP 2015-03-20