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

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).