MONRO, INC. — Director's Dealing 2014

Aug 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONRO MUFFLER BRAKE INC (MNRO)
CIK: 0000876427
Period of Report: 2014-08-07

Reporting Person: SOLOMON PETER J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-07	Common Stock	S	24268	$52.03	Disposed	539831	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Holdings)	564099	Direct
Common Stock	665351	Indirect

Footnotes

F1: Reporting person's holdings include 330,211 shares of the Issuer's Common Stock and 10,000 shares of Class C Preferred Stock of the Issuer, presently convertible into 233,888 shares of Common Stock of the Issuer.

F2: Reporting person sold 24,268 shares of the Issuer's Common Stock in a private transaction to the 2014 Peter J. Solomon Issue Trust (the "Trust"). Mr. Solomon is not a trustee or beneficiary of the Trust and therefore is no longer deemed to have a beneficial interest therein.

F3: Includes 22,500 shares of Class C Preferred Stock of the issuer presently convertible into 350,830 shares of Common Stock of the Issuer. These shares are held in trust for the benefit of Mr. Solomon's children and grandchildren. Mr. Solomon is a trustee of such trusts and, accordingly, may be deemed to have a beneficial interest therein. Mr. Solomon expressly disclaims beneficial ownership of securities held by such trusts, and this report shall not be deemed an admission that Mr. Solomon is the beneficial owner of such securities.