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

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
PW Partners Atlas Fund 52,575 52,575 249,675 249,675 3.4%
PW Partners Atlas Fund II 15,000 15,000 35,000 35,000 Less than 1%
PW Partners Atlas Funds 284,675 284,675 3.9%
PW Partners 284,675 418,169 5.7%
PW Partners Capital Management 284,675 284,675 3.9%
Patrick Walsh 755,419 10.2%
Jeffery Crivello 15,000 Less than 1%

Page 1 of 12 – SEC Filing

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).

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Page 2 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
PW Partners Atlas Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 249,675
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
249,675
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,675
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
PW Partners Atlas Fund II, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 35,000
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
35,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
3

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Page 4 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
PW Partners Atlas Funds, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 284,675
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
284,675
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,675
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON
OO
4

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Page 5 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
PW Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 418,169
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,169
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
OO
5

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Page 6 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
PW Partners Capital Management LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 284,675
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
284,675
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,675
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON
OO
6

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Page 7 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Patrick Walsh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 52,575
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 702,844
PERSON WITH 9 SOLE DISPOSITIVE POWER
52,575
10 SHARED DISPOSITIVE POWER
284,675
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,419
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14 TYPE OF REPORTING PERSON
IN
7

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Page 8 of 12 – SEC Filing

1 NAME OF REPORTING PERSON
Jeffery Crivello
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 15,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
15,000
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
IN
8

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Page 9 of 12 – SEC Filing

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. Purpose of Transaction.

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.

9

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Page 10 of 12 – SEC Filing

Item 5. Interest in Securities of the Issuer.

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. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

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. Material to be Filed as
Exhibits
.

Item 7 is hereby
amended to add the following exhibits:

Exhibit No. Description
99.1 Standby Purchase Agreement between Famous Dave’s of America, Inc. and PW Partners, LLC, dated
January 29, 2018 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on January 29, 2018).
99.2 Amendment, dated January 29, 2018, to Employment Agreement, dated November 14, 2017, between Famous
Dave’s of America, Inc. and Jeffery Crivello (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer
on January 29, 2018).
10

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Page 11 of 12 – SEC Filing

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

PW PARTNERS ATLAS FUND LP
By: PW Partners Atlas Funds, LLC
General Partner
By: /s/ Patrick Walsh
Name: Patrick Walsh
Title: Managing Member and Chief Executive Officer
PW PARTNERS ATLAS FUND II, LP
By: PW Partners Atlas Funds, LLC
General Partner
By: /s/ Patrick Walsh
Name: Patrick Walsh
Title: Managing Member and Chief Executive Officer
PW PARTNERS ATLAS FUNDS, LLC
By: /s/ Patrick Walsh
Name: Patrick Walsh
Title: Managing Member and Chief Executive Officer
PW PARTNERS, LLC
By: /s/ Patrick Walsh
Name: Patrick Walsh
Title: Managing Member and Chief Executive Officer
PW PARTNERS CAPITAL MANAGEMENT LLC
By: /s/ Patrick Walsh
Name: Patrick Walsh
Title: Managing Member
11

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Page 12 of 12 – SEC Filing

/s/ Patrick Walsh
PATRICK WALSH
/s/ Jeffery Crivello
JEFFERY CRIVELLO
12
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