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: 2015-04-02

Reporting Person: LORBER HOWARD M (Director, Executive Chairman, 10% Owner)

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	6250	Disposed	2016-06-05	Common Stock (6250)	Direct
2015-04-02	2010 Stock Incentive Plan (Right to Buy)	$11.72	A	9468	Acquired	2016-06-05	Common Stock (9468)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	919701	Direct
Common Stock	10000	Indirect
Common Stock	75000	Indirect

Footnotes

F1: Includes 20,000 shares of unvested restricted stock.

F2: Represents shares owned by Lorber Gamma LP (the "Lorber LP"). Mr. Lorber serves as the President of the Lorber LP's general partner and as such has voting and dispositive power with respect to such shares.

F3: Represents shares owned by Lorber Alpha II LP (the "Lorber II LP"). Mr. Lorber serves as the President of the Lorber II LP's general partner and as such has voting and dispositive power with respect to such shares.

F4: In connection with the recent special cash dividend of the Issuer, the Issuer's Compensation Committee approved the exchange of options to purchase 6,250 shares at an exercise price of $17.75 for options to purchase 9,468 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 would have been fully vested on June 6, 2015, the fourth anniversary of the original June 6, 2011 grant date, and the new options will have the same vesting terms and expiration date as the original grant.