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 ^*

LionEye Capital Management 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)

152 WEST 57TH STREET, 10TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2015

(Street)

NEW YORK, NY 10019

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, par value $0.01 per share	04/09/2015		P		8,831	A	$ 27.6947 ⁽¹⁾	840,531	I	See footnotes ⁽²⁾ ⁽³⁾
Common stock, par value $0.01 per share	04/10/2015		P		12,192	A	$ 28.7566 ⁽⁴⁾	852,723	I	See footnotes ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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
LionEye Capital Management LLC 152 WEST 57TH STREET 10TH FLOOR NEW YORK, NY 10019		X
LionEye Master Fund Ltd C/O ELIAN FIDUCIARY SERVICES (CAYMAN 89 NEXUS WAY CAMANA BAY, GRAND CAYMAN, E9 00000		X
LionEye Onshore Fund LP 152 WEST 57TH STREET 10TH FLOOR NEW YORK, NY 10019		X
LionEye Advisors LLC 152 WEST 57TH STREET 10TH FLOOR NEW YORK, NY 10019		X
Raneri Stephen C/O LIONEYE CAPITAL MANAGEMENT LLC 152 WEST 57TH STREET, 10TH FLOOR NEW YORK, NY 10019		X
Rosen Arthur C/O LIONEYE CAPITAL MANAGEMENT LLC 152 WEST 57TH STREET, 10TH FLOOR NEW YORK, NY 10019		X

Signatures

/s/ LionEye Capital Management LLC; By Stephen Raneri, Managing Member		04/10/2015
^**Signature of Reporting Person		Date
/s/ LionEye Master Fund Ltd; By Stephen Raneri, Director		04/10/2015
^**Signature of Reporting Person		Date
/s/ LionEye Onshore Fund LP; By LionEye Advisors LLC, its General Partner; By Stephen Raneri, its Managing Member		04/10/2015
^**Signature of Reporting Person		Date
/s/ LionEye Advisors LLC; By Stephen Raneri, its Managing Member		04/10/2015
^**Signature of Reporting Person		Date
/s/ Stephen Raneri		04/10/2015
^**Signature of Reporting Person		Date
/s/ Arthur Rosen		04/10/2015
^**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 price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.33 to $28.1465, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein.
(2)	LionEye Capital Management LLC ("LionEye Capital Management") serves as investment manager to each of LionEye Master Fund Ltd ("LionEye Master"), LionEye Onshore Fund LP ("LionEye Onshore") and certain managed accounts (the "Accounts" and together with LionEye Master and LionEye Onshore, the "Investment Vehicles") and has investment discretion with respect to the securities reported herein which are held by the Investment Vehicles. LionEye Advisors LLC ("LionEye Advisors") is the general partner of LionEye Onshore. Stephen Raneri and Arthur Rosen are each managing members of LionEye Capital Management and LionEye Advisors.
(3)	The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
(4)	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.4833 to $29.2422, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein.

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