NATHANS FAMOUS, INC. — Director's Dealing 2016

May 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2016-05-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-23	Common Stock	M	9468	$11.72	Acquired	744169	Direct
2016-05-23	Common Stock	F	6473	$42.73	Disposed	737696	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-23	2010 Stock Incentive Plan (Right to Buy)	$11.72	M	9468	Disposed	2016-06-05	Common Stock (9468)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15878	Indirect
Common Stock	250000	Indirect

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: 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.

F4: Represents shares owned by the 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.

F5: These options to purchase shares replaced options to purchase 6,250 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.