NATHANS FAMOUS, INC. — Director's Dealing 2016

May 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2016-05-26

Reporting Person: GATOFF ERIC (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-26	Common Stock	M	18936	$11.72	Acquired	97476	Direct
2016-05-26	Common Stock	F	11820	$44.23	Disposed	85656	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-26	2010 Stock Incentive Plan (Right to Buy)	$11.72	M	18936	Disposed	2016-06-05	Common Stock (18936)	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 tax withholding obligation and exercise cost.

F3: These options to purchase shares replaced options to purchase 12,500 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.