NATHANS FAMOUS, INC. — Director's Dealing 2012

Jan 27, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2012-01-19

Reporting Person: SPH Group Holdings LLC (10% Owner)
Reporting Person: STEEL PARTNERS HOLDINGS L.P. (10% Owner)
Reporting Person: SPH Group LLC (10% Owner)
Reporting Person: Steel Partners Holdings GP Inc. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01	445456	Direct

Footnotes

F1: This Form 3 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings") and Steel Partners Holdings GP Inc. ("Steel Holdings GP"). Steel Holdings, SPHG and Steel Holdings GP may be deemed to be 10% owners of the Issuer and SPHG Holdings is a 10% owner of the Issuer. The Reporting Persons became 10% owners of the Issuer solely as a result of the Issuer reporting a reduction in the number of shares outstanding.

F2: Shares owned directly by SPHG Holdings, and owned indirectly by SPHG by virtue of it being the sole member of SPHG Holdings, by Steel Holdings by virtue of its ownership of 99% of the membership interests of SPHG, and by Steel Holdings GP by virtue of it being the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. Steel Holdings, SPHG and Steel Holdings GP disclaim beneficial ownership of the shares owned by SPHG Holdings except to the extent of their pecuniary interest therein.