13D Filing: PW Partners Atlas Fund LP and Famous Daves Of America Inc (DAVE)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Famous Dave’s of America, Inc.

(Name
of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

307068106

(CUSIP Number)

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

January 29, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.

Item 4 is hereby amended
to add the following:

Standby Purchase
Agreement with PW Partners

On January 29, 2018,
the Issuer entered into a Standby Purchase Agreement (the “Standby Purchase Agreement”) with PW Partners in connection
with the previously disclosed proposed non-transferable rights offering (the “Rights Offering”). The Standby Purchase
Agreement provides that PW Partners will (a) exercise its non-transferable rights to subscribe for and purchase its pro rata amount
of newly-issued Shares, at a price per Share, which the Issuer’s board of directors has set at $3.50 per Share (the “Subscription
Price”), and (b) purchase in a private placement separate from the Rights Offering, at the Subscription Price and subject
to the terms and conditions of the Standby Purchase Agreement, any Shares that are not subscribed for in the Rights Offering pursuant
to the Issuer’s stockholders’ exercise of their rights. Notwithstanding the foregoing, the Standby Purchase Agreement
also provides that PW Partners will not purchase Shares in an amount that would result in PW Partners beneficially owning 20% or
more of the outstanding Shares after such purchase.

PW Partners may terminate
the Standby Purchase Agreement upon any suspension of trading in the Shares by The Nasdaq Stock Market, any suspension of payments
with respect to banks in the United States or a declaration of war or national emergency, or if the Issuer materially breaches
any of its representations, warranties, covenants or obligations under the Standby Purchase Agreement and fails to cure such breach
within five business days of receiving written notice.

The foregoing description
of the Standby Purchase Agreement does not purport to describe all of the terms and provisions thereof and is qualified in its
entirety by reference to the Standby Purchase Agreement, which is referenced as an exhibit hereto and is incorporated herein by
reference.

Amendment to Employment
Agreement with Jeffery Crivello

On January 29, 2018,
the Issuer entered into an Amendment to the previously disclosed Employment Agreement with the Issuer’s Chief Executive Officer,
Jeffery Crivello, dated November 14, 2017 (the “Amendment”). The Amendment provides that if no Shares are available
to be granted under a stockholder approved equity compensation plan at the time Mr. Crivello’s Bonus (as defined therein)
is earned, Mr. Crivello shall be paid cash equal to the value of the number of Shares otherwise entitled to be received.

The foregoing description
of the Amendment does not purport to describe all of the terms and provisions thereof and is qualified in its entirety by reference
to the Amendment, which is referenced as an exhibit hereto and is incorporated herein by reference.

The final paragraph
of Item 5(a) is hereby amended and restated to read as follows:

Mr. Crivello may be
deemed to beneficially own 15,000 Shares underlying stock options exercisable within 60 days of the date hereof, constituting less
than 1% of the Shares outstanding.

The final paragraph
of Item 5(b) is hereby amended and restated to read as follows:

Mr. Crivello may be
deemed to have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, 15,000 Shares
underlying stock options exercisable within 60 days of the date hereof.

Item 6 is hereby amended
to add the following:

Reference is made
to the Standby Purchase Agreement and Amendment described in Item 4.

Item 7 is hereby
amended to add the following exhibits:

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: February 2, 2018