SEC Form 4 · accession 0000921895-16-004669
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
May 23, 2016
Accepted (ET)
May 24, 2016 · 7:00 pm 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 | May 23, 2016 | M | 9,468 | $11.72 | A | 744,169 | D | |
| Common StockF2 | May 23, 2016 | F | 6,473 | $42.73 | D | 737,696 | D | |
| Common StockF3 | holding | — | — | — | 15,878 | I | Lorber Gamma LP | |
| Common StockF4 | holding | — | — | — | 250,000 | 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)F5 | $11.72 | May 23, 2016 | M | 9,468 | D | — | Jun 5, 2016 | Common Stock | 9,468 | 0 | D |
Explanation of responses
- F1These shares were acquired through the exercise of stock options granted on June 6, 2011 pursuant to the Issuer's 2010 Stock Incentive Plan.
- F2Transaction represents withholding of shares based on a net exercise to satisfy tax withholding obligation and exercise cost.
- F3Represents 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.
- F4Represents 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.
- F5These 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.