NATHANS FAMOUS, INC. — Director's Dealing 2015

Apr 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2015-04-01

Reporting Person: PETROCELLI ATTILIO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-01	Common Stock	G	20000	—	Disposed	16000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-04-02	2010 Stock Incentive Plan (Right to Buy)	$17.75	D	2500	Disposed	2016-06-05	Common Stock (2500)	Direct
2015-04-02	2010 Stock Incentive Plan (Right to Buy)	$11.72	A	3787	Acquired	2016-06-05	Common Stock (3787)	Direct
2015-04-02	2010 Stock Incentive Plan (Right to Buy)	$53.89	D	10000	Disposed	2019-08-05	Common Stock (10000)	Direct
2015-04-02	2010 Stock Incentive Plan (Right to Buy)	$35.576	A	15149	Acquired	2019-08-05	Common Stock (15149)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	104222	Direct

Footnotes

F1: These shares are owned directly by an entity of which Mr. Petrocelli is the principal stockholder and principal executive officer.

F2: In connection with the recent special cash dividend of the Issuer, the Issuer's Compensation Committee approved the exchange of options to purchase 2,500 shares at an exercise price of $17.75 for options to purchase 3,787 shares at an exercise price of $11.72. Pursuant to Article IV(e) of the Issuer's 2010 Stock Incentive Plan, the Compensation Committee has the authority to make appropriate provisions upon the Issuer's declaration of a special cash dividend. The original options vested 25% each on the first through fourth anniversaries of June 6, 2011, the grant date, and the new options will have the same vesting terms and expiration date as the original grant.

F3: In connection with the recent special cash dividend of the Issuer, the Issuer's Compensation Committee approved the exchange of options to purchase 10,000 shares at an exercise price of $53.89 for options to purchase 15,149 shares at an exercise price of $35.576. Pursuant to Article IV(e) of the Issuer's 2010 Stock Incentive Plan, the Compensation Committee has the authority to make appropriate provisions upon the Issuer's declaration of a special cash dividend. The original options were granted on August 6, 2014, and the new options will have the same vesting terms and expiration date as the original grant.