NATHANS FAMOUS, INC. — Director's Dealing 2016

Jun 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2016-06-01

Reporting Person: Raich Charles (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-01	Common Stock	M	3787	$11.72	Acquired	30833	Direct
2016-06-01	Common Stock	F	1030	$43.09	Disposed	29803	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-01	2010 Stock Incentive Plan (Right to Buy)	$11.72	M	3787	Disposed	2016-06-05	Common Stock (3787)	Direct

Footnotes

F1: These shares were acquired through the exercise of stock options granted on June 6, 2011 pursuant to the Issuer's 2010 Stock Incentive Plan.

F2: Transaction represents withholding of shares based on a net exercise to satisfy exercise cost.

F3: The Reporting Person's Form 4s previously reported that the Reporting Person indirectly owned 5,510 shares held by Raich Ende Malter & Co., LLP. The Reporting Person no longer has an equity interest in Raich Ende Malter & Co., LLP and accordingly does not have an indirect ownership interest in such shares.

F4: These options to purchase shares replaced options to purchase 2,500 shares at an exercise price of $17.75, in connection with the special cash dividend of the Issuer and pursuant to Article IV(e) of the Issuer's 2010 Stock Incentive Plan, under which the Issuer's Compensation Committee has the authority to make appropriate provisions upon the Issuer's declaration of a special cash dividend. The original options vested 25% on each of the first through fourth anniversaries of June 6, 2011, the original grant date, and these replacement options have the same vesting terms and expiration date as the original grant.