MONRO, INC. — Director's Dealing 2017

Jan 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONRO MUFFLER BRAKE INC (MNRO)
CIK: 0000876427
Period of Report: 2017-01-27

Reporting Person: SOLOMON PETER J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-27	Common Stock	C	91754	$59.10	Acquired	498352	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-27	Class C Preferred Stock	$	C	3923	Disposed		Common Stock (91754)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (Holdings)	396826	Direct
Common Stock (Holdings)	498352	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 15,725 shares of Class C Preferred Stock of the Issuer convertible into 367,888 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 January 27 2017, the trustees of two of the trusts referenced in Footnote 2, above, elected to convert an aggregate of 3,923 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 the trusts hold 222,318 shares of the Issuer's Common Stock and 11,802 shares of Class C Preferred Stock, convertible into 276,034 shares of Common Stock of the Issuer.