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13D Filing: Wexford Capital and Famous Daves Of America Inc (DAVE)

Published on March 20, 2018 at 10:34 am by Insider Monkey Staff in Hedge Funds

Famous Daves Of America Inc (NASDAQ:DAVE): Charles Davidson And Joseph Jacobs’s Wexford Capital filed an amended 13D.

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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
Debello Investors 0 0 0.49%
Wexford Focused Investors 0 0 1.01%
Wexford Spectrum Investors 0 0 19.67%
Wexford Capital 0 0 21.07%
Wexford GP 0 0 21.07%
Charles E. Davidson 0 0 21.07%
Joseph M. Jacobs 0 0 21.07%

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Page 1 of 10 – SEC Filing


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D A/1
Under the Securities Exchange Act of 1934
FAMOUS DAVE’S OF AMERICA, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
307068106
 (CUSIP Number)
Arthur H. Amron, Esq.
Wexford Capital LP
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 12, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 section 240.13d-7 for other parties to whom copies are to be sent.
*    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 other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 10 – SEC Filing

CUSIP No. 307068106
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Debello Investors LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  ☐
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
36,156
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
36,156
11
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes subscription rights exercisable to acquire 6,355 shares of common stock
36,156
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
0.49%
14
Type of Reporting Person (See Instructions)
OO

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Page 3 of 10 – SEC Filing

CUSIP No. 307068106
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Wexford Focused Investors LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  ☐
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
75,210
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
75,210
11
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes subscription rights exercisable to acquire 13,220 shares of common stock
75,210
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
1.01%
14
Type of Reporting Person (See Instructions)
OO

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Page 4 of 10 – SEC Filing

CUSIP No. 307068106
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Wexford Spectrum Investors LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  ☐
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,505,567
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,505,567
11
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes subscription rights exercisable to acquire 264,647 shares of common stock
1,505,567
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
19.67%
14
Type of Reporting Person (See Instructions)
OO

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Page 5 of 10 – SEC Filing

CUSIP No. 307068106
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Wexford Capital LP
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  ☐
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,616,933
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,616,933
11
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes subscription rights exercisable to acquire 284,222 shares of common stock
1,616,933
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
21.07%
14
Type of Reporting Person (See Instructions)
PN

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Page 6 of 10 – SEC Filing

CUSIP No. 307068106
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Wexford GP LLC
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  ☐
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,616,933
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,616,933
11
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes subscription rights exercisable to acquire 284,222 shares of common stock
1,616,933
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
21.07%
14
Type of Reporting Person (See Instructions)
OO

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Page 7 of 10 – SEC Filing

CUSIP No. 307068106
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Charles E. Davidson
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  ☐
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,616,933
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,616,933
11
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes subscription rights  exercisable to acquire 284,222 shares of common stock
1,616,933
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
21.07%
14
Type of Reporting Person (See Instructions)
IN

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Page 8 of 10 – SEC Filing

CUSIP No. 307068106
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above Persons (entities only)
Joseph M. Jacobs
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  ☐
(b)  
3
SEC Use Only
4
Source of Funds (See Instructions)
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e
6
Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
0
8
Shared Voting Power (see Item 5 below)
1,616,933
9
Sole Dispositive Power
0
10
Shared Dispositive Power (see Item 5 below)
1,616,933
11
Aggregate Amount Beneficially Owned by Each Reporting Person
*includes subscription rights exercisable to acquire 284,222 shares of common stock
1,616,933
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13
Percent of Class Represented by Amount in Row (11)
21.07%
14
Type of Reporting Person (See Instructions)
IN

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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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Page 10 of 10 – SEC Filing

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 Date:  March 19, 2018
Company Name
DEBELLO INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD FOCUSED INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD SPECTRUM INVESTORS LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD CAPITAL LP
By:
Wexford GP LLC, its General Partner
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
WEXFORD GP LLC
By:
/s/ Arthur Amron
Name:
Arthur H. Amron
Title:
Vice President and Assistant Secretary
/s/ Joseph M. Jacobs
 JOSEPH M. JACOBS
/s/ Charles E. Davidson
 CHARLES E. DAVIDSON

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