Edgar Filing: FAMOUS DAVES OF AMERICA INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Pleasant Lake Partners LLC

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)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

110 GREENE STREET, SUITE 604

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2014

(Street)

NEW YORK, NY 10012

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2014		P		40,000	A	$ 19.1792 ⁽¹⁾	788,210	I	See Footnote ⁽²⁾
Common Stock	02/11/2014		P		400	A	$ 20.4988	788,610	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pleasant Lake Partners LLC 110 GREENE STREET SUITE 604 NEW YORK, NY 10012		X
PLP MM LLC 110 GREENE STREET SUITE 604 NEW YORK, NY 10012		X
Pleasant Lake Onshore GP LLC 110 GREENE STREET SUITE 604 NEW YORK, NY 10012		X
Pleasant Lake Offshore Master Fund L.P. 110 GREENE STREET SUITE 604 NEW YORK, NY 10012		X
Pleasant Lake Co-Invest I LLC 110 GREENE STREET SUITE 604 NEW YORK, NY 10012		X
Lennon Jonathan C/O PLEASANT LAKE PARTNERS LLC 110 GREENE STREET, SUITE 604 NEW YORK, NY 10012		X

Signatures

/s/ PLEASANT LAKE PARTNERS LLC, By: PLP MM LLC, its Managing Member, By: Jonathan Lennon as Manager		02/12/2014
^**Signature of Reporting Person		Date
/s/ PLP MM LLC, By: Jonathan Lennon as Manager		02/12/2014
^**Signature of Reporting Person		Date
/s/ PLEASANT LAKE ONSHORE GP LLC, By: Jonathan Lennon as Manager		02/12/2014
^**Signature of Reporting Person		Date
/s/ PLEASANT LAKE OFFSHORE MASTER FUND L.P., By: Pleasant Lake Onshore GP LLC, its General Partner, By: Jonathan Lennon as Manager		02/12/2014
^**Signature of Reporting Person		Date
/s/ PLEASANT LAKE CO-INVEST I LLC, By: Pleasant Lake Onshore GP LLC, its Managing Member, By: Jonathan Lennon as Manager		02/12/2014
^**Signature of Reporting Person		Date
/s/ JONATHAN LENNON		02/12/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported price is the weighted average price at which the shares reported herein were purchased. The shares were purchased in multiple transactions at prices ranging from $18.955 to $19.50. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, the number of shares purchased in each transaction and the price at which such shares were purchased.
(2)	Shares reported herein represent 413,804 shares held for the account of Pleasant Lake Offshore Master Fund L.P. (the "Master Fund") and 374,806 shares held for the account of Pleasant Lake Co-Invest I LLC ("Co-Invest I"). Pleasant Lake Partners LLC ("PLP") serves as the investment manager of the Master Fund and as manager of Co-Invest I. Pleasant Lake Onshore GP LLC ("GP LLC") serves as General Partner of the Master Fund and as Managing Member of Co-Invest I. PLP MM LLC is the managing member of PLP. Jonathan Lennon serves as manager of PLP MM LLC and GP LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

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