MONRO, INC. — Director's Dealing 2016

Nov 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONRO MUFFLER BRAKE INC (MNRO)
CIK: 0000876427
Period of Report: 2016-11-14

Reporting Person: Van Heel John W (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-14	Common Stock	F	114865	$57.75	Disposed	15236	Direct
2016-11-14	Common Stock	M	11250	$15.39	Acquired	26486	Direct
2016-11-14	Common Stock	M	12000	$18.05	Acquired	38486	Direct
2016-11-14	Common Stock	M	10000	$39.03	Acquired	48486	Direct
2016-11-14	Common Stock	M	174000	$33.64	Acquired	222486	Direct
2016-11-14	Common Stock	F	46369	$57.75	Disposed	176117	Direct
2016-11-15	Common Stock	F	71599	$59.20	Disposed	104518	Direct
2016-11-15	Common Stock	M	126000	$33.64	Acquired	230518	Direct
2016-11-15	Common Stock	F	28055	$59.20	Disposed	202463	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-14	Options (Right to buy)	$15.39	M	2812	Disposed	2017-05-16	Common Stock (2812)	Direct
2016-11-14	Options (Right to buy)	$15.39	M	2813	Disposed	2017-05-16	Common Stock (2813)	Direct
2016-11-14	Options (Right to buy)	$15.39	M	2812	Disposed	2017-05-16	Common Stock (2812)	Direct
2016-11-14	Options (Right to buy)	$15.39	M	2813	Disposed	2017-05-16	Common Stock (2813)	Direct
2016-11-14	Options (Right to buy)	$18.05	M	3000	Disposed	2019-05-19	Common Stock (3000)	Direct
2016-11-14	Options (Right to buy)	$18.05	M	3000	Disposed	2019-05-19	Common Stock (3000)	Direct
2016-11-14	Options (Right to buy)	$18.05	M	3000	Disposed	2019-05-19	Common Stock (3000)	Direct
2016-11-14	Options (Right to buy)	$18.05	M	3000	Disposed	2019-05-19	Common Stock (3000)	Direct
2016-11-14	Options (Right to buy)	$39.03	M	2500	Disposed	2018-05-14	Common Stock (2500)	Direct
2016-11-14	Options (Right to buy)	$39.03	M	2500	Disposed	2018-05-14	Common Stock (2500)	Direct
2016-11-14	Options (Right to buy)	$39.03	M	2500	Disposed	2018-05-14	Common Stock (2500)	Direct
2016-11-14	Options (Right to buy)	$39.03	M	2500	Disposed	2018-05-14	Common Stock (2500)	Direct
2016-11-14	Options (Right to buy)	$33.64	M	43500	Disposed	2018-09-30	Common Stock (43500)	Direct
2016-11-14	Options (Right to buy)	$33.64	M	43500	Disposed	2018-09-30	Common Stock (43500)	Direct
2016-11-14	Options (Right to buy)	$33.64	M	43500	Disposed	2018-09-30	Common Stock (43500)	Direct
2016-11-14	Options (Right to buy)	$33.64	M	43500	Disposed	2018-09-30	Common Stock (43500)	Direct
2016-11-15	Options (Right to buy)	$33.64	M	31500	Disposed	2018-09-30	Common Stock (43500)	Direct
2016-11-15	Options (Right to buy)	$33.64	M	31500	Disposed	2018-09-30	Common Stock (43500)	Direct
2016-11-15	Options (Right to buy)	$33.64	M	31500	Disposed	2018-09-30	Common Stock (43500)	Direct
2016-11-15	Options (Right to buy)	$33.64	M	31500	Disposed	2018-09-30	Common Stock (43500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
HOLDINGS	130101	Direct

Footnotes

F1: As permitted pursuant to the terms of the 1998 Employee Incentive Stock Option Plan and the 2007 Stock Option Plan, the reporting person utilized his ownership of existing shares in order to exercise options to purchase 333,250 non-qualified stock options, which option exercises are being reported on Tables I and II. The shares were valued at the closing price, respectively, for the Issuer's stock on November 14, 2016 and November 15, 2016, the dates on which the reporting person exercised the options.

F2: As permitted pursuant to the terms of the 1998 Employee Incentive Stock Option Plan and the 2007 Stock Option Plan, the reporting person satisfied any requisite taxes incurred as a result of the option exercises being reported on Tables I and II of this Form 4 by the Issuer withholding shares otherwise deliverable from the exercise of the options.

F3: The reporting person's holdings of Monro stock increased by 72,362 shares as a result of these transactions, which were completed for purposes of estate and tax planning.