Sec Form 4 Filing - Walsh Patrick @ FAMOUS DAVES OF AMERICA INC - 2018-04-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Walsh Patrick 2. Issuer Name and Ticker or Trading Symbol FAMOUS DAVES OF AMERICA INC [ DAVE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 141 W. JACKSON BLVD., STE. 1702 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2018 (Street) CHICAGO, IL60604 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.01 par value ( 1 ) 04/18/2018 X 12,804 ( 2 ) A $ 3.5 315,513 I By PW Partners Atlas Fund LP ( 3 ) Common Stock, $0.01 par value ( 1 ) 04/18/2018 X 1,802 ( 2 ) A $ 3.5 44,266 I By PW Partners Atlas Fund II, LP ( 4 ) Common Stock, $0.01 par value ( 1 ) 04/18/2018 X 386 ( 2 ) A $ 3.5 61,277 D Common Stock, $0.01 par value ( 1 ) 0 I By PW Partners, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walsh Patrick 141 W. JACKSON BLVD. STE. 1702 CHICAGO, IL60604 X PW Partners Atlas Fund LP 141 W. JACKSON BLVD., SUITE 1702 CHICAGO, IL60604 X PW Partners Atlas Fund II, LP 141 W. JACKSON BLVD., SUITE 1702 CHICAGO, IL60604 X PW Partners Atlas Funds, LLC 141 W. JACKSON BLVD., SUITE 1702 CHICAGO, IL60604 X PW Partners, LLC 141 W. JACKSON BLVD., SUITE 1702 CHICAGO, IL60604 X PW Partners Capital Management LLC 141 W. JACKSON BLVD., SUITE 1702 CHICAGO, IL60604 X Signatures By: /s/ Patrick Walsh 04/23/2018 Signature of Reporting Person Date By: PW Partners Atlas Fund LP, By: PW Partners Atlas Funds, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer 04/23/2018 Signature of Reporting Person Date By: PW Partners Atlas Fund II LP, By: PW Partners Atlas Funds, LLC, General Partner, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer 04/23/2018 Signature of Reporting Person Date By: PW Partners Atlas Funds, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer 04/23/2018 Signature of Reporting Person Date By: PW Partners, LLC, By: /s/ Patrick Walsh, Managing Member and Chief Executive Officer 04/23/2018 Signature of Reporting Person Date By: PW Partners Capital Management LLC, By: /s/ Patrick Walsh, Managing Member 04/23/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by PW Partners Atlas Fund LP ("Atlas Fund I"), PW Partners Atlas Fund II LP ("Atlas Fund II"), PW Partners Atlas Funds, LLC ("Atlas Fund GP"), PW Partners Capital Management LLC ("PW Capital Management"), PW Partners, LLC and Patrick Walsh (collectively, the "Reporting Persons"). Jeffery Crivello, the Chief Financial Officer of PW Capital Management, is a director of the Issuer. As a result, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. ( 2 )Shares acquired by each of Atlas Fund I, Atlas Fund II and Mr. Walsh following the exercise of its/his over-subscription privilege in connection with the Issuer's subscription rights offering (the "Offering"). The subscription rights issued to Atlas Fund I, Atlas Fund II and Mr. Walsh in connection with the Offering were reported in Table II of their Form 4 filed on April 13, 2018. ( 3 )Represents securities owned directly by Atlas Fund I. As the General Partner of Atlas Fund I, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Investment Manager of Atlas Fund I, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund I. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund I. ( 4 )Represents securities owned directly by Atlas Fund II. As the General Partner of Atlas Fund II, Atlas Fund GP may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Investment Manager of Atlas Fund II, PW Capital Management may be deemed to beneficially own the securities owned directly by Atlas Fund II. As the Managing Member of PW Capital Management and the Managing Member and Chief Executive Officer of Atlas Fund GP, Mr. Walsh may be deemed to beneficially own the securities owned directly by Atlas Fund II.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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