SEC Form 4 · accession 0000921895-15-000862
NATHANS FAMOUS, INC. · NATH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard M Lorber
Officer — Executive Chairman · Director · 10% Owner
Period of report
Apr 2, 2015
Accepted (ET)
Apr 3, 2015 · 11:26 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000069733
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 919,701 | D | ||
| Common StockF2 | holding | — | — | — | 10,000 | I | Lorber Gamma LP | |
| Common StockF3 | holding | — | — | — | 75,000 | I | Lorber Alpha II LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2010 Stock Incentive Plan (Right to Buy)F4 | $17.75 | Apr 2, 2015 | D | 6,250 | D | — | Jun 5, 2016 | Common Stock | 6,250 | 0 | D |
| 2010 Stock Incentive Plan (Right to Buy)F4 | $11.72 | Apr 2, 2015 | A | 9,468 | A | — | Jun 5, 2016 | Common Stock | 9,468 | 9,468 | D |
Explanation of responses
- F1Includes 20,000 shares of unvested restricted stock.
- F2Represents 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.
- F3Represents shares owned by 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.
- F4In connection with the recent special cash dividend of the Issuer, the Issuer's Compensation Committee approved the exchange of options to purchase 6,250 shares at an exercise price of $17.75 for options to purchase 9,468 shares at an exercise price of $11.72. 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 original options would have been fully vested on June 6, 2015, the fourth anniversary of the original June 6, 2011 grant date, and the new options will have the same vesting terms and expiration date as the original grant.