Page 7 of 10 – SEC Filing
The Schedule 13D, filed with the Securities and Exchange Commission on December 27, 2012 (the “Schedule 13D”), by the Reporting Persons relating to the common stock, par value $0.01 per share (the “Shares”), of Famous Dave’s of America, Inc., a Minnesota corporation (the “Issuer”), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
The Schedule 13D is hereby amended to add PW Partners Atlas Fund II, LP, a Delaware limited partnership (“Atlas Fund II”), as a Reporting Person. Atlas Fund GP is the general partner of Atlas Fund II. By virtue of this relationship, Atlas Fund GP may be deemed to beneficially own the Shares owned directly by Atlas Fund II. PW Capital Management acts as the investment manager of Atlas Fund II. Mr. Walsh is the Managing Member and Chief Executive Officer of Atlas Fund GP and the Managing Member of PW Capital Management. By virtue of these relationships, each of PW Capital Management and Mr. Walsh may be deemed to beneficially own the Shares owned directly by Atlas Fund II. The business address of Atlas Fund II is 141 W. Jackson Blvd., Suite 1702, Chicago, IL 60604. The principal business of Atlas Fund II is investing in securities. Atlas Fund II has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Atlas Fund II has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by Atlas Fund were purchased with working capital of Atlas Fund, which includes capital contributions of partners of Atlas Fund (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 249,675 Shares owned directly by Atlas Fund was approximately $2,148,560, including brokerage commissions.
The Shares purchased by Atlas Fund II were purchased with working capital of Atlas Fund II, which includes capital contributions of partners of Atlas Fund II (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 35,000 Shares owned directly by Atlas Fund II was approximately $141,750, including brokerage commissions.
The Shares purchased by Mr. Walsh were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of 39,000 Shares owned directly by Mr. Walsh was approximately $318,804, excluding brokerage commissions. Mr. Walsh also received 13,575 restricted Shares in his capacity as a director of the Issuer.
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