SEC Form 4 · accession 0000921895-15-000864

NATHANS FAMOUS, INC. · NATH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Apr 1, 2015

Accepted (ET)

Apr 3, 2015 · 11:30 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 Stock^F1	Apr 1, 2015	G	20,000	$0.00	D	16,000	I	By Entity
Common Stock	holding	—	—		—	104,222	D

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)^F2	$17.75	Apr 2, 2015	D	2,500	D	—	Jun 5, 2016	Common Stock	2,500	0	D
2010 Stock Incentive Plan (Right to Buy)^F2	$11.72	Apr 2, 2015	A	3,787	A	—	Jun 5, 2016	Common Stock	3,787	3,787	D
2010 Stock Incentive Plan (Right to Buy)^F3	$53.89	Apr 2, 2015	D	10,000	D	—	Aug 5, 2019	Common Stock	10,000	0	D
2010 Stock Incentive Plan (Right to Buy)^F3	$35.576	Apr 2, 2015	A	15,149	A	—	Aug 5, 2019	Common Stock	15,149	15,149	D

F1These shares are owned directly by an entity of which Mr. Petrocelli is the principal stockholder and principal executive officer.
F2In connection with the recent special cash dividend of the Issuer, the Issuer's Compensation Committee approved the exchange of options to purchase 2,500 shares at an exercise price of $17.75 for options to purchase 3,787 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 vested 25% each on the first through fourth anniversaries of June 6, 2011, the grant date, and the new options will have the same vesting terms and expiration date as the original grant.
F3In connection with the recent special cash dividend of the Issuer, the Issuer's Compensation Committee approved the exchange of options to purchase 10,000 shares at an exercise price of $53.89 for options to purchase 15,149 shares at an exercise price of $35.576. 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 were granted on August 6, 2014, and the new options will have the same vesting terms and expiration date as the original grant.