SECURITIES AND EXCHANGE COMMISSION	
Washington, D.C. 20549	
 	
SCHEDULE 13G	
 	
Under the Securities Exchange Act of 1934	
(Amendment No.__)*	
 	
Levy Acquisition Corp.	
(Name of Issuer)	
 	
Common Stock, par value $0.0001 per share	
(Title of Class of Securities)	
 	
52748T203	
(CUSIP Number)	
 	
November 14, 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)	
ý	Rule 13d-1(c)	
¨	Rule 13d-1(d)	
 	
(Page 1 of 13 Pages)	
 
______________________________
*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).

CUSIP No. 52748T203	13G	Page  2  of 13 Pages	
 
1	NAME OF REPORTING PERSON
Davidson Kempner Partners	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨
(b) ý	
3	SEC USE ONLY	
4	CITIZENSHIP OR PLACE OF ORGANIZATION
New York	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:	5	SOLE VOTING POWER
0	
	6	SHARED VOTING POWER
275,319	
	7	SOLE DISPOSITIVE POWER
0	
	8	SHARED DISPOSITIVE POWER
275,319	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,319	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.43%	
12	TYPE OF REPORTING PERSON
PN	

 	

CUSIP No. 52748T203	13G	Page  3  of 13 Pages	
 
1	NAME OF REPORTING PERSON
Davidson Kempner Institutional Partners, L.P.	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨
(b) ý	
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	
	6	SHARED VOTING POWER
604,989	
	7	SOLE DISPOSITIVE POWER
0	
	8	SHARED DISPOSITIVE POWER
604,989	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
604,989	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.13%	
12	TYPE OF REPORTING PERSON
PN	

 	

CUSIP No. 52748T203	13G	Page  4  of 13 Pages	
 
1	NAME OF REPORTING PERSON
Davidson Kempner International, Ltd.	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨
(b) ý	
3	SEC USE ONLY	
4	CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:	5	SOLE VOTING POWER
0	
	6	SHARED VOTING POWER
604,692	
	7	SOLE DISPOSITIVE POWER
0	
	8	SHARED DISPOSITIVE POWER
604,692	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
604,692	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.13%	
12	TYPE OF REPORTING PERSON
CO	

 	

CUSIP No. 52748T203	13G	Page  5  of 13 Pages	
 
1	NAME OF REPORTING PERSON
Davidson Kempner Capital Management LLC	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨
(b) ý	
3	SEC USE ONLY	
4	CITIZENSHIP OR PLACE OF ORGANIZATION
New York	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:	5	SOLE VOTING POWER
0	
	6	SHARED VOTING POWER
1,485,000	
	7	SOLE DISPOSITIVE POWER
0	
	8	SHARED DISPOSITIVE POWER
1,485,000	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,485,000	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.69%	
12	TYPE OF REPORTING PERSON
OO	

 	

CUSIP No. 52748T203	13G	Page  6  of 13 Pages	
 
1	NAME OF REPORTING PERSON
Thomas L. Kempner, Jr.	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨
(b) ý	
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	
	6	SHARED VOTING POWER
1,485,000	
	7	SOLE DISPOSITIVE POWER
0	
	8	SHARED DISPOSITIVE POWER
1,485,000	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,485,000	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.69%	
12	TYPE OF REPORTING PERSON
IN	

 	

CUSIP No. 52748T203	13G	Page  7  of 13 Pages	
 
1	NAME OF REPORTING PERSON
Stephen M. Dowicz	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨
(b) ý	
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	
	6	SHARED VOTING POWER
1,485,000	
	7	SOLE DISPOSITIVE POWER
0	
	8	SHARED DISPOSITIVE POWER
1,485,000	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,485,000	
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.69%	
12	TYPE OF REPORTING PERSON
IN	

 	

CUSIP No. 52748T203	13G	Page  8  of 13 Pages	

Item 1(a).	NAME OF ISSUER	
 	 	
 	Levy Acquisition Corp. (the " Issuer ")	
 
Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES	
 	 	
 	444 North Michigan Avenue, Suite 3500, Chicago, Illinois 60611	
 
Item 2(a).	NAME OF PERSON FILING	
 	 	
 	This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":	
 	 	
 	(i)	Davidson Kempner Partners, a New York limited partnership (" DKP "). MHD Management Co., a New York limited partnership (" MHD "), is the general partner of DKP and MHD Management Co. GP, L.L.C., a Delaware limited liability company is the general partner of MHD.  DKCM (as defined below) is responsible for the voting and investment decisions of DKP;	
 	 	 	
 	(ii)	Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership (" DKIP "). Davidson Kempner Advisers Inc., a New York corporation, is the general partner of DKIP. DKCM is responsible for the voting and investment decisions of DKIP;	
 	 	 	
 	(iii)	Davidson Kempner International, Ltd., a British Virgin Islands corporation (" DKIL ").  Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company, is the investment manager of DKIL. DKCM is responsible for the voting and investment decisions of DKIL;	
 	 	 	
 	(iv)	Davidson Kempner Capital Management LLC, a New York limited liability company and a registered investment adviser with the U.S. Securities and Exchange Commission, acts as investment manager to each of DKP, DKIP, and DKIL (" DKCM ") either directly or by virtue a sub-advisory agreement with the investment manager of the relevant fund.  The managing members of DKCM are Messrs. Thomas L. Kempner, Jr., Stephen M. Dowicz, Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman, Conor Bastable, Shulamit Leviant and Morgan Blackwell; and	
 	 	 	
 	(v)	Messrs. Thomas L. Kempner, Jr., and Stephen M. Dowicz through DKCM, are responsible for the voting and investment decisions relating to the securities held by DKP, DKIP and DKIL reported herein.  	
 
Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE	
 	 	
 	The address of the principal business office of each of the Reporting Persons is c/o Davidson Kempner Partners, 65 East 55th Street, 19th Floor, New York, New York 10022.	

 	

CUSIP No. 52748T203	13G	Page  9  of 13 Pages	

Item 2(c).	CITIZENSHIP	
 	 	
 	(i)	DKP – a New York limited partnership	
 	 	
 	(ii)	DKIP – a Delaware limited partnership	
 	 	
 	(iii)	DKIL – a British Virgin Islands corporation	
 	 	
 	(iv)	DKCM – a New York limited liability company	
 	 	
 	(v)	Messrs. Thomas L. Kempner, Jr. and Stephen M. Dowicz – United States	
 
Item 2(d).	TITLE OF CLASS OF SECURITIES	
 	 	
 	Common Stock, par value $0.0001 per share (the " Common Stock ")	
 
Item 2(e).	CUSIP NUMBER	
 	 	
 	52748T203	
 
Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:	
 
 	(a)	¨	Broker or dealer registered under Section 15 of the Act;	
 	 	 	 	
 	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;	
 	 	 	 	
 	(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;	
 	 	 	 	
 	(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);	
 	 	 	 	
 	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);	
 	 	 	 	
 	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);	
 	 	 	 	
 	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;	
 	 	 	 	
 	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;	
 	 	 	 	
 	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);	
 	 	 	 	
 	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).	
 
 	If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please	
 	specify the type of institution:	 	 	

 	

CUSIP No. 52748T203	13G	Page  10  of 13 Pages	
 
Item 4.	OWNERSHIP	
 	 	
 	The percentages used in this Schedule 13G are calculated based upon 19,312,500 shares of Common Stock reported to be outstanding in the Issuer's Prospectus filed pursuant to Rule 424(b)(1), filed on November 14, 2013 after giving effect to the completion of the offering, as described therein.	
 	 	
 	A.	DKP	
 	 	(a)	Amount beneficially owned:  275,319	
 	 	 	
 	 	(b)	Percent of class:  1.43%	
 	 	 	
 	 	(c)	Number of shares as to which such person has:	
 	 	 	(i)	sole power to vote or to direct the vote:  0	
 	 	 	(ii)	shared power to vote or to direct the vote:  275,319	
 	 	 	(iii)	sole power to dispose or to direct the disposition:  0	
 	 	 	(iv)	shared power to dispose or to direct the disposition:  275,319	
 	 	
 	B.	DKIP	
 	 	(a)	Amount beneficially owned:  604,989	
 	 	 	
 	 	(b)	Percent of class:  3.13%	
 	 	 	
 	 	(c)	Number of shares as to which such person has:	
 	 	 	(i)	sole power to vote or to direct the vote:  0	
 	 	 	(ii)	shared power to vote or to direct the vote:  604,989	
 	 	 	(iii)	sole power to dispose or to direct the disposition:  0	
 	 	 	(iv)	shared power to dispose or to direct the disposition:  604,989	
 	 	
 	C.	DKIL	 	
 	 	(a)	Amount beneficially owned:  604,692	
 	 	 	
 	 	(b)	Percent of class:  3.13%	
 	 	 	
 	 	(c)	Number of shares as to which such person has:	
 	 	 	(i)	sole power to vote or to direct the vote:  0	
 	 	 	(ii)	shared power to vote or to direct the vote:  604,692	
 	 	 	(iii)	sole power to dispose or to direct the disposition:  0	
 	 	 	(iv)	shared power to dispose or to direct the disposition:  604,692	
 	 	
 	D.	DKCM	
 	 	(a)	Amount beneficially owned:  1,485,000	
 	 	 	
 	 	(b)	Percent of class:  7.69%	
 	 	 	
 	 	(c)	Number of shares as to which such person has:	
 	 	 	(i)	sole power to vote or to direct the vote:  0	
 	 	 	(ii)	shared power to vote or to direct the vote:  1,485,000	
 	 	 	(iii)	sole power to dispose or to direct the disposition:  0	
 	 	 	(iv)	shared power to dispose or to direct the disposition:  1,485,000	

 	

CUSIP No. 52748T203	13G	Page  11  of 13 Pages	

 	E.	Thomas L. Kempner, Jr.	
 	 	(a)	Amount beneficially owned:  1,485,000	
 	 	 	
 	 	(b)	Percent of class:  7.69%	
 	 	 	
 	 	(c)	Number of shares as to which such person has:	
 	 	 	(i)	sole power to vote or to direct the vote:  0	
 	 	 	(ii)	shared power to vote or to direct the vote:  1,485,000	
 	 	 	(iii)	sole power to dispose or to direct the disposition:  0	
 	 	 	(iv)	shared power to dispose or to direct the disposition:  1,485,000	
 	 	 	 	 	
 	F.	Stephen M. Dowicz	
 	 	(a)	Amount beneficially owned:  1,485,000	
 	 	 	 	 	
 	 	(b)	Percent of class:  7.69%	
 	 	 	 	 	
 	 	(c)	Number of shares as to which such person has:	
 	 	 	(i)	sole power to vote or to direct the vote:  0	
 	 	 	(ii)	shared power to vote or to direct the vote:  1,485,000	
 	 	 	(iii)	sole power to dispose or to direct the disposition:  0	
 	 	 	(iv)	shared power to dispose or to direct the disposition:  1,485,000	
 
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 5 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 OR CONTROL PERSON	
 	 	
 	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	
 	 	
 	Each of the Reporting Persons hereby makes the following certification:	
 	 	
 	By signing below each Reporting Person certifies that, to the best of his or its 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.	

 	

CUSIP No. 52748T203	13G	Page  12  of 13 Pages	

SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: November 21, 2013

 	DAVIDSON KEMPNER PARTNERS	
 	By: MHD Management Co.,	
 	its General Partner	
 	 	
 	By: MHD Management Co. GP, L.L.C.,	
 	its General Partner	
 	 	
 	/s/ Thomas L. Kempner, Jr.	
 	Name:  Thomas L. Kempner, Jr.	
 	Title:    Executive Managing Member	
 	 	
 	DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.	
 	By: Davidson Kempner Advisers Inc.,	
 	its General Partner	
 	 	
 	/s/ Thomas L. Kempner, Jr.	
 	Name:  Thomas L. Kempner, Jr.	
 	Title:    President	
 	 	
 	DAVIDSON KEMPNER INTERNATIONAL, LTD.	
 	By: Davidson Kempner International Advisors, L.L.C.,	
 	its Investment Manager	
 	 	
 	/s/ Thomas L. Kempner, Jr.	
 	Name:  Thomas L. Kempner, Jr.	
 	Title:    Executive Managing Member	
 	 	
 	DAVIDSON KEMPNER CAPITAL MANAGEMENT LLC	
 	 	
 	/s/ Thomas L. Kempner, Jr.	
 	Name:  Thomas L. Kempner, Jr.	
 	Title:    Executive Managing Member	
 	 	
 	/s/ Thomas L. Kempner, Jr.	
 	THOMAS L. KEMPNER, JR.	
 	 	
 	/s/  Stephen M. Dowicz	
 	STEPHEN M. DOWICZ	

 	 	

 	

CUSIP No. 52748T203	13G	Page  13  of 13 Pages	
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: November 21, 2013
 
 	DAVIDSON KEMPNER PARTNERS	
 	By: MHD Management Co.,	
 	its General Partner	
 	 	
 	By: MHD Management Co. GP, L.L.C.,	
 	its General Partner	
 	 	
 	/s/ Thomas L. Kempner, Jr.	
 	Name:  Thomas L. Kempner, Jr.	
 	Title:    Executive Managing Member	
 	 	
 	DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.	
 	By: Davidson Kempner Advisers Inc.,	
 	its General Partner	
 	 	
 	/s/ Thomas L. Kempner, Jr.	
 	Name:  Thomas L. Kempner, Jr.	
 	Title:    President	
 	 	
 	DAVIDSON KEMPNER INTERNATIONAL, LTD.	
 	By: Davidson Kempner International Advisors, L.L.C.,	
 	its Investment Manager	
 	 	
 	/s/ Thomas L. Kempner, Jr.	
 	Name:  Thomas L. Kempner, Jr.	
 	Title:    Executive Managing Member	
 	 	
 	DAVIDSON KEMPNER CAPITAL MANAGEMENT LLC	
 	 	
 	/s/ Thomas L. Kempner, Jr.	
 	Name:  Thomas L. Kempner, Jr.	
 	Title:    Executive Managing Member	

 	/s/ Thomas L. Kempner, Jr.	
 	THOMAS L. KEMPNER, JR.	
 
 	/s/  Stephen M. Dowicz	
 	STEPHEN M. DOWICZ