SEC Form 4 · accession 0000899243-16-033517
MONRO, INC. · MNRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter J Solomon
Director
Period of report
Oct 14, 2016
Accepted (ET)
Nov 15, 2016 · 4:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000876427
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F4,F5 | Oct 14, 2016 | C | 158,459 | — | A | 643,352 | I | Trustee |
| Common StockF6 | Nov 11, 2016 | S | 5,000 | $55.6781 | D | 638,352 | I | Trustee |
| Common Stock | Nov 11, 2016 | S | 5,000 | $55.75 | D | 633,352 | I | Trustee |
| Common StockF7 | Nov 11, 2016 | S | 5,000 | $55.2726 | D | 628,352 | I | Trustee |
| Common StockF8 | Nov 14, 2016 | S | 10,000 | $57.7184 | D | 618,352 | I | Trustee |
| Common StockF9 | Nov 14, 2016 | S | 5,000 | $57.891 | D | 613,352 | I | Trustee |
| Common StockF10 | Nov 14, 2016 | S | 5,000 | $57.8227 | D | 608,352 | I | Trustee |
| Common StockF11 | Nov 14, 2016 | S | 10,000 | $57.7055 | D | 598,352 | I | Trustee |
| Common StockF12 | Nov 14, 2016 | S | 10,000 | $57.9655 | D | 588,352 | I | Trustee |
| Common Stock (Holdings)F1 | holding | — | — | — | 396,826 | D | ||
| Common Stock (Holdings)F2 | holding | — | — | — | 643,352 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class C Preferred StockF4,F3 | — | Oct 14, 2016 | C | 6,775 | D | — | — | Common Stock | 158,458 | 15,725 | I |
Explanation of responses
- F1Includes 10,000 shares of Class C Preferred Stock, which are presently convertible into 233,888 shares of Common Stock of the Issuer.
- F10The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.65 to $57.90, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.
- F11The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.50 to $57.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.
- F12The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.55 to $58.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.
- F2Includes 22,500 shares of Class C Preferred Stock of the Issuer convertible into 526,245 shares of Common Stock of the Issuer. These shares are held in trust for the benefit of Mr. Solomon's children and grandchildren. Mr. Solomon is a trustee of such trusts and, accordingly, may be deemed to have a beneficial interest therein. Mr. Solomon expressly disclaims beneficial ownership of securities held by such trusts, and this report shall not be deemed an admission that Mr. Solomon is the beneficial owner of such securities.
- F3On October 14, 2016, the trustees of four of the trusts referenced in Footnote 2, above, elected to convert an aggregate of 6,775 shares of Class C Preferred Stock held in those trusts. Each share of Class C Preferred Stock converted into 23.3887 shares of Common Stock. The Class C Preferred Stock became exercisable immediately upon issuance and has no expiration date. Following the conversion and a subsequent sale of 10,000 shares of the Issuer's common stock on October 31, 2016 (reported on Form 4 on November 7, 2016), the trusts hold 275,564 shares of the Issuer's Common Stock and 15,725 shares of Class C Preferred Stock, convertible into 367,788 shares of Common Stock of the Issuer.
- F4See Footnote 3, above.
- F5Includes 15,725 shares of Class C Preferred Stock of the Issuer, presently convertible into 367,788 shares of Common Stock of the Issuer.
- F6The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.55 to $55.7501, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold.
- F7The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.25 to $55.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.
- F8The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.75 to $58.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.
- F9The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.75 to $58.10, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold.