pleasant_famdave-sch13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
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SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. ___)*
  

 
Famous Dave’s of America, Inc.
  
 
(Name of Issuer)
  

 
Common Stock
  
 
(Title of Class of Securities)
  

 
307068106
  
 
(CUSIP Number)
  

 
June 18, 2013
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]           Rule 13d-1(b)
 
[x]           Rule 13d-1(c)
 
[ ]           Rule 13d-1(d)
 
___________________________________
*  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 the disclosures provided in a prior cover page.
 
The information required in 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 otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Pleasant Lake Partners LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
404,225 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
404,225 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
404,225 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.3%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
PLP MM LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
404,225 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
404,225 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
404,225 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.3%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Pleasant Lake Onshore GP LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
404,225 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
404,225 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
404,225 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.3%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Pleasant Lake Offshore Master Fund L.P.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Cayman Islands
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
373,404 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
373,404 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
373,404 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
4.9%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Pleasant Lake Co-Invest I LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
30,821 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
30,821 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
30,821 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
0.4%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Jonathan Lennon
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
404,225 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
404,225 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
404,225 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.3%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN

 
 
 
 
 
SCHEDULE 13G
 
Item 1.
  

(a)
Name of Issuer
 
 
Famous Dave’s of America, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
12701 White water Drive, Suite 200
Minnetonka, Minnesota 55343

Item 2.
  

(a)
Name of Person Filing
 
 
Pleasant Lake Partners LLC
PLP MM LLC
Pleasant Lake Onshore GP LLC
Pleasant Lake Offshore Master Fund L.P.
Pleasant Lake Co-Invest I LLC
Jonathan Lennon
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
110 Greene Street, Suite 604
New York, New York  10012
 
(c)
Citizenship
 
 
Pleasant Lake Partners LLC - Delaware
PLP MM LLC - Delaware
Pleasant Lake Onshore GP LLC - Delaware
Pleasant Lake Offshore Master Fund L.P. - Cayman Islands
Pleasant Lake Co-Invest I LLC - Delaware
Jonathan Lennon - United States
 
(d)
Title of Class of Securities
 
 
Common Stock
 
(e)
CUSIP Number
 
 
307068106

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Shares reported herein for Pleasant Lake Partners LLC (“PLP”) represent shares beneficially owned by Pleasant Lake Offshore Master Fund L.P. (the “Master Fund”) and Pleasant Lake Co-Invest I LLC (“Co-Invest I”) holdings reported herein, for which PLP serves as the investment manager and manager, respectively.  Shares reported herein for Pleasant Lake Onshore GP LLC (“GP LLC”) represent the above-referenced shares beneficially owned by the Master Fund, for which GP LLC serves as General Partner, and the above-referenced shares beneficially owned by Co-Invest I, for which GP LLC served as Managing Member as of June 18, 2013.  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.

The percentages herein are calculated based upon the statement in the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on May 10, 2013, that there are 7,625,573 outstanding shares of Common Stock of the Issuer.
 
 
 

(a)
Amount Beneficially Owned***
 
 
Pleasant Lake Partners LLC - 404,225 shares
PLP MM LLC - 404,225 shares
Pleasant Lake Onshore GP LLC - 404,225 shares
Pleasant Lake Offshore Master Fund L.P. - 373,404 shares
Pleasant Lake Co-Invest I LLC - 30,821 shares
Jonathan Lennon - 404,225 shares
 
(b)
Percent of Class
 
 
Pleasant Lake Partners LLC - 5.3%
PLP MM LLC - 5.3%
Pleasant Lake Onshore GP LLC - 5.3%
Pleasant Lake Offshore Master Fund L.P. - 4.9%
Pleasant Lake Co-Invest I LLC - 0.4%
Jonathan Lennon - 5.3%
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
 
Pleasant Lake Partners LLC - 0 shares
PLP MM LLC - 0 shares
Pleasant Lake Onshore GP LLC - 0 shares
Pleasant Lake Offshore Master Fund L.P. - 0 shares
Pleasant Lake Co-Invest I LLC - 0 shares
Jonathan Lennon - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Pleasant Lake Partners LLC - 404,225 shares
PLP MM LLC - 404,225 shares
Pleasant Lake Onshore GP LLC - 404,225 shares
Pleasant Lake Offshore Master Fund L.P. - 373,404 shares
Pleasant Lake Co-Invest I LLC - 30,821 shares
Jonathan Lennon - 404,225 shares
 
 
(iii)
sole power to dispose or to direct the disposition of
   
 
Pleasant Lake Partners LLC - 0 shares
PLP MM LLC - 0 shares
Pleasant Lake Onshore GP LLC - 0 shares
Pleasant Lake Offshore Master Fund L.P. - 0 shares
Pleasant Lake Co-Invest I LLC - 0 shares
Jonathan Lennon - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Pleasant Lake Partners LLC - 404,225 shares
PLP MM LLC - 404,225 shares
Pleasant Lake Onshore GP LLC - 404,225 shares
Pleasant Lake Offshore Master Fund L.P. - 373,404 shares
Pleasant Lake Co-Invest I LLC - 30,821 shares
Jonathan Lennon - 404,225 shares
 

Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
 
Not applicable.

Item 8.
Identification and Classification of Members of the Group
 
 
Not applicable.

Item 9.
Notice of Dissolution of Group
 
 
Not applicable.

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits
Exhibit
99.1
Joint Filing Agreement by and among the Reporting Persons.
 
 
 
 
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.
 
June 28, 2013
PLEASANT LAKE PARTNERS LLC
   
 
By: PLP MM LLC
 
its Managing Member
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Manager
   
   
 
PLP MM LLC
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Manager
   
   
 
PLEASANT LAKE ONSHORE GP LLC
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Manager
   
   
 
PLEASANT LAKE OFFSHORE MASTER FUND L.P.
   
 
By: Pleasant Lake Onshore GP LLC
 
its General Partner
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Manager
   
   
 
PLEASANT LAKE CO-INVEST I LLC
   
 
By: Pleasant Lake Onshore GP LLC
 
its General Partner
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Manager
   
   
 
JONATHAN LENNON
   
 
By: /s/ Jonathan Lennon
 
Jonathan Lennon, Individually