NATHANS FAMOUS, INC. — Director's Dealing 2009

Jan 6, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2009-01-01

Reporting Person: WEBFINANCIAL L.P. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.01 Par Value	1018200	Indirect

Footnotes

F1: This Form 3 is being filed due to the acquisition by WebFinancial L.P. ("Web L.P.") of all the limited partnership interests of Steel Partners II, L.P. ("Steel Partners II") effective on January 1, 2009. As a result, Web L.P. may now be deemed to beneficially own securities of the Issuer owned by Steel Partners II. The securities reported in this Form 3 are owned directly by Steel Partners II, and owned indirectly by Web L.P. by virtue of it being the sole limited partner of Steel Partners II. The securities reported in this Form 3 continue to be beneficially owned by Steel Partners II Master Fund L.P., Steel Partners LLC and Warren Lichtenstein, each of whom previously filed Section 16 filings with respect to securities of the Issuer owned directly by Steel Partners II.

F2: Web L.P. disclaims beneficial ownership of the securities owned by Steel Partners II except to the extent of its pecuniary interest therein.