Page 9 of 10 – SEC Filing
SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (the “Amendment No. 1“) modifies and supplements the Schedule 13D initially filed on June 22, 2015 (the “Original Statement“, and together with this Amendment No. 1, the “Statement“), with respect to the common stock, $0.01 par value per share (the “Common Stock“) of Famous Dave’s of America, Inc. (the “Company“). Except to the extent supplemented or amended by the information contained in this Amendment No. 1, the Original Statement remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Original Statement.
| Item 1. | Security and Issuer |
Item 1 is hereby amended and restated in its entirety as follows:
This Statement is being filed with respect to the common stock, $0.01 par value per share (the “Common Stock“), of Famous Dave’s of America, Inc. (the “Company“). The address of the principal executive offices of the Company is:
Famous Dave’s of America, Inc.
12701 Whitewater Drive, Suite 190
Minnetonka, MN 55343
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby supplemented by adding the following:
The Company distributed to the Purchasing Entities an aggregate of 284,222 non-transferable subscription rights (the “Rights“), each of which may be exercised to purchase 1 (one) share of Common Stock of the Company, as further described in the Form 424B4 filed by the Company with the Commission on March 12, 2018.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated in its entirety as follows:
The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons (on the basis of 7,391,315 shares of Common Stock issued and outstanding as of February 20, 2018, as reported in the Company’s Form 10-K filed with the Commission on March 5, 2018, increased, to the extent applicable, for each Reporting Person to reflect the assumed exercise of all Rights beneficially owned by such Reporting Person) are as follows:
| Debello Investors LLC | |||||
| a) | Amount beneficially owned: 36,156 | Percentage: 0.49% | |||
| b) | Number of shares to which the Reporting Person has: | ||||
| i. | Sole power to vote or to direct the vote: | 0 | |||
| ii. | Shared power to vote or to direct the vote: | 36,156 | |||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | |||
| iv. | Shared power to dispose or to direct the disposition of: | 36,156 | |||
| Wexford Focused Investors LLC | |||||
| a) | Amount beneficially owned: 75,210 | Percentage: 1.01% | |||
| b) | Number of shares to which the Reporting Person has: | ||||
| i. | Sole power to vote or to direct the vote: | 0 | |||
| ii. | Shared power to vote or to direct the vote: | 75,210 | |||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | |||
| iv. | Shared power to dispose or to direct the disposition of: | 75,210 | |||
| Wexford Spectrum Investors LLC | |||||
| a) | Amount beneficially owned: 1,505,567 | Percentage: 19.67% | |||
| b) | Number of shares to which the Reporting Person has: | ||||
| i. | Sole power to vote or to direct the vote: | 0 | |||
| ii. | Shared power to vote or to direct the vote: | 1,505,567 | |||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | |||
| iv. | Shared power to dispose or to direct the disposition of: | 1,505,567 | |||
| Wexford Capital LP | |||||
| a) | Amount beneficially owned: 1,616,933 | Percentage: 21.07% | |||
| b) | Number of shares to which the Reporting Person has: | ||||
| i. | Sole power to vote or to direct the vote: | 0 | |||
| ii. | Shared power to vote or to direct the vote: | 1,616,933 | |||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | |||
| iv. | Shared power to dispose or to direct the disposition of: | 1,616,933 | |||
| Wexford GP LLC | |||||
| a) | Amount beneficially owned: 1,616,933 | Percentage: 21.07% | |||
| b) | Number of shares to which the Reporting Person has: | ||||
| i. | Sole power to vote or to direct the vote: | 0 | |||
| ii. | Shared power to vote or to direct the vote: | 1,616,933 | |||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | |||
| iv. | Shared power to dispose or to direct the disposition of: | 1,616,933 | |||
| Charles E. Davidson | |||||
| a) | Amount beneficially owned: 1,616,933 | Percentage: 21.07% | |||
| b) | Number of shares to which the Reporting Person has: | ||||
| i. | Sole power to vote or to direct the vote: | 0 | |||
| ii. | Shared power to vote or to direct the vote: | 1,616,933 | |||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | |||
| iv. | Shared power to dispose or to direct the disposition of: | 1,616,933 | |||
| Joseph M. Jacobs | |||||
| a) | Amount beneficially owned: 1,616,933 | Percentage: 21.07% | |||
| b) | Number of shares to which the Reporting Person has: | ||||
| i. | Sole power to vote or to direct the vote: | 0 | |||
| ii. | Shared power to vote or to direct the vote: | 1,616,933 | |||
| iii. | Sole power to dispose or to direct the disposition of: | 0 | |||
| iv. | Shared power to dispose or to direct the disposition of: | 1,616,933 | |||
The total shares of Common Stock reported as beneficially owned by each of Wexford Capital, Wexford GP, Mr. Davidson and Mr. Jacobs include the shares of Common Stock reported as beneficially owned by the Purchasing Entities. Wexford Capital may, by reason of its status as manager of the Purchasing Entities, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Wexford GP may, by reason of its status as general partner of Wexford Capital, be deemed to own beneficially the securities of which the Purchasing Entities possess beneficial ownership. Each of Messrs. Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Each of Wexford GP, Wexford Capital, Davidson and Jacobs, shares the power to vote and to dispose of the shares of Common Stock beneficially owned by the Purchasing Entities. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the shares of Common Stock owned by the Purchasing Entities and this report shall not be deemed as an admission that they are the beneficial owner of such securities except, in the case of Messrs. Davidson and Jacobs, to the extent of their respective personal ownership interests in any of the members of the Purchasing Entities.
Except as set forth in Item 3 above, the Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Amendment No. 1.
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