MONRO, INC. — Director's Dealing 2021

Feb 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONRO, INC. (MNRO)
CIK: 0000876427
Period of Report: 2021-02-03

Reporting Person: SOLOMON PETER J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-03	Common Stock	G	5000	$0.00	Disposed	363395	Direct
2021-02-04	Common Stock	S	10000	$61.51	Disposed	412569	Indirect
2021-02-04	Common Stock	S	10000	$61.9857	Disposed	402569	Indirect
2021-02-05	Common Stock	S	10000	$61.8303	Disposed	392569	Indirect
2021-02-05	Common Stock	S	5000	$62.2173	Disposed	387569	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-03	Class C Preferred Stock	$	C	2138	Disposed		Common Stock (50005)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	368395	Direct
Common Stock	372564	Indirect
Common Stock	1000	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 11,802 shares of Class C Preferred Stock of the Issuer convertible into 276,033 shares of Common Stock of the Issuer. These shares are held in trusts 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: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.31 to $61.685, 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.

F4: On February 3, 2021, the trustee of one of the trusts referenced in Footnote 2, above, elected to convert 2,138 shares of Class C Preferred Stock held in the Trust. 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 the sale noted in Table 1, the trusts collectively hold 412,569 shares of common stock and 9,664 shares of Class C Preferred Stock, convertible into 226,028 shares of Common Stock.

F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.76 to $62.28, 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.

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.29 to $62.48, 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 $61.975 to $62.38, 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.