NATHANS FAMOUS, INC. — Director's Dealing 2019

May 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATHANS FAMOUS INC (NATH)
CIK: 0000069733
Period of Report: 2019-05-07

Reporting Person: LEISTNER BARRY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-07	Common Stock	M	16117	$33.438	Acquired	44904	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-07	2010 Stock Incentive Plan (Right to Buy)	$33.438	M	16117	Disposed	2019-08-05	Common Stock (16117)	Direct

Footnotes

F1: In connection with the special cash dividend of the Issuer paid on January 4, 2018, the Issuer's Compensation Committee approved the exchange of options to purchase 15,149 shares at an exercise price of $35.576 (the "Old Options") for options to purchase 16,117 shares at an exercise price of $33.438 (the "Replacement Options"). 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 Old Options vested 25% each on the first through fourth anniversaries of August 6, 2014, the grant date, and the Replacement Options have the same vesting terms and expiration date as the original grant of the Old Options.