NATHANS FAMOUS, INC. — Director's Dealing 2014

May 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2014-05-21

Reporting Person: Watts Randy (VP - Franchise Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-21	Common Stock	M	7000	$5.62	Acquired	9700	Direct
2014-05-21	Common Stock	F	2776	$48.95	Disposed	6924	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-21	Employee Stock Option (Right to Buy)	$5.62	M	7000	Disposed	2014-06-14	Common Stock (7000)	Direct

Footnotes

F1: Shares acquired pursuant to options granted under the Issuer's 2002 Stock Incentive Plan (the "Options").

F2: Reflects the number of shares surrendered in connection with the cashless exercise of the Options and tax withholding obligations for the exercised Options.

F3: Options acquired pursuant to the Issuer's 2002 Stock Incentive Plan.

F4: Such options were part of a grant of 10,000 options on 6/15/2004 which vested over a three-year period commencing on 6/15/2005.