MONRO, INC. — Director's Dealing 2016

Nov 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONRO MUFFLER BRAKE INC (MNRO)
CIK: 0000876427
Period of Report: 2016-10-14

Reporting Person: SOLOMON PETER J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-14	Common Stock	C	158459	—	Acquired	643352	Indirect
2016-11-11	Common Stock	S	5000	$55.6781	Disposed	638352	Indirect
2016-11-11	Common Stock	S	5000	$55.75	Disposed	633352	Indirect
2016-11-11	Common Stock	S	5000	$55.2726	Disposed	628352	Indirect
2016-11-14	Common Stock	S	10000	$57.7184	Disposed	618352	Indirect
2016-11-14	Common Stock	S	5000	$57.891	Disposed	613352	Indirect
2016-11-14	Common Stock	S	5000	$57.8227	Disposed	608352	Indirect
2016-11-14	Common Stock	S	10000	$57.7055	Disposed	598352	Indirect
2016-11-14	Common Stock	S	10000	$57.9655	Disposed	588352	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-14	Class C Preferred Stock	$	C	6775	Disposed		Common Stock (158458)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Holdings)	396826	Direct
Common Stock (Holdings)	643352	Indirect

Footnotes

F1: Includes 10,000 shares of Class C Preferred Stock, which are presently convertible into 233,888 shares of Common Stock of the Issuer.

F2: Includes 22,500 shares of Class C Preferred Stock of the Issuer convertible into 526,245 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.

F3: On October 14, 2016, the trustees of four of the trusts referenced in Footnote 2, above, elected to convert an aggregate of 6,775 shares of Class C Preferred Stock held in those trusts. Each share of Class C Preferred Stock converted into 23.3887 shares of Common Stock. The Class C Preferred Stock became exercisable immediately upon issuance and has no expiration date. Following the conversion and a subsequent sale of 10,000 shares of the Issuer's common stock on October 31, 2016 (reported on Form 4 on November 7, 2016), the trusts hold 275,564 shares of the Issuer's Common Stock and 15,725 shares of Class C Preferred Stock, convertible into 367,788 shares of Common Stock of the Issuer.

F4: See Footnote 3, above.

F5: Includes 15,725 shares of Class C Preferred Stock of the Issuer, presently convertible into 367,788 shares of Common Stock of the Issuer.

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.55 to $55.7501, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold.

F7: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.25 to $55.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.

F8: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.75 to $58.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.

F9: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.75 to $58.10, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.

F10: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.65 to $57.90, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.

F11: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.50 to $57.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.

F12: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.55 to $58.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.