NATHANS FAMOUS, INC. — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2016-02-29

Reporting Person: PETROCELLI ATTILIO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	M	3787	$11.72	Acquired	108009	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	2010 Stock Incentive Plan (Right to Buy)	$11.72	M	3787	Disposed	2016-06-05	Common Stock (3787)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16000	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: These shares are owned directly by an entity of which Mr. Petrocelli is the principal stockholder and principal executive officer.

F3: 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.