Sec Form 4 Filing - WEXFORD CAPITAL LP @ FAMOUS DAVES OF AMERICA INC - 2018-04-16

Insider filing report for Changes in Beneficial Ownership
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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
WEXFORD CAPITAL LP
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST,
3. Date of Earliest Transaction (MM/DD/YY)
04/16/2018
(Street)
WEST PALM BEACH, FL33401
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, par value $0.01 04/16/2018 X( 1 ) 68,623 ( 1 ) A $ 3.5 1,685,556 I See footnotes ( 2 ) ( 3 )
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
WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST
WEST PALM BEACH, FL33401
X X
DEBELLO INVESTORS LLC
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST
WEST PALM BEACH, FL33401
X X
WEXFORD SPECTRUM INVESTORS LLC
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST
WEST PALM BEACH, FL33401
X X
Wexford Focused Investors LLC
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST
WEST PALM BEACH, FL33401
X X
Wexford GP LLC
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST
WEST PALM BEACH, FL44302
X X
DAVIDSON CHARLES E
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST
WEST PALM BEACH, FL33401
X X
JACOBS JOSEPH
C/O WEXFORD CAPITAL LP
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST
WEST PALM BEACH, FL33401
X X
Signatures
Wexford Capital LPBy: Wexford GP LLC, its general partnerBy: Arthur Amron, Vice President and Assistant Secretary 04/17/2018
Signature of Reporting Person Date
Debello Investors LLCBy: Arthur Amron, Vice President and Assistant Secretary 04/17/2018
Signature of Reporting Person Date
Wexford Spectrum Investors LLCBy: Arthur Amron, Vice President and Assistant Secretary 04/17/2018
Signature of Reporting Person Date
Wexford Focused Investors LLCBy: Arthur Amron, Vice President and Assistant Secretary 04/17/2018
Signature of Reporting Person Date
Wexford GP LLCBy: Arthur Amron, Vice President and Assistant Secretary 04/17/2018
Signature of Reporting Person Date
Charles E. Davidson 04/17/2018
Signature of Reporting Person Date
Joseph M. Jacobs 04/17/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Common Stock of the Issuer acquired in the aggregate by Debello Investors LLC ("DI"), Wexford Focused Investors LLC ("WFI"), and Wexford Spectrum Investors LLC ("WSI", and together with WFI and DI, the "Funds") in the Issuer's rights offering described in the Form 424B4 filed by the Issuer with the U.S. Securities and Exchange Commission on March 12, 2018.
( 2 )This form is jointly filed by the Funds, Wexford Capital LP ("Wexford"), Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs"), and Wexford GP LLC ("Wexford GP"). The common stock shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford reflects common stock owned of record by the Funds. Wexford serves as manager of each of the Funds, and as such may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the securities beneficially owned by the Funds. (Continued under Footnote (3) below)
( 3 )(Continued from Footnote (2) above) Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any securities beneficially owned by the Funds for which Wexford serves as manager. Each of Wexford, Wexford GP, Davidson and Jacobs disclaims beneficial ownership of the securities reported herein, except to the extent of his or its actual pecuniary interest therein. The Reporting Persons may be deemed to be directors by deputization by virtue of Jacobs and Richard A. Shapiro, each an employee of Wexford, serving as directors of the Issuer.

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