SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
BERENSON RICHARD A
(Last) (First) (Middle)
200 HOLLEDER PARKWAY
(Street)
ROCHESTER NY 14615
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MONRO MUFFLER BRAKE INC [ MNRO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/28/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
HOLDINGS 22,259 D
Common Stock 11/20/2014 F4(1) 15,100 D $52.15 7,159 D
Common Stock 11/20/2014 M4 10,000 A $35.18 17,159 D
Common Stock 11/20/2014 M4 9,799 A $44.46 26,958 D
Common Stock 12/04/2014 F4(2) 200 D $55.05 26,758 D
Common Stock 12/04/2014 M4 201 A $44.46 26,959 D
Common Stock 01/09/2015 F4(3) 11,450 D $57 15,509 D
Common Stock 01/09/2015 M4 10,260 A $26.64 25,769 D
Common Stock 01/09/2015 M4 10,000 A $35.57 35,769 D
Common Stock 36,292(4) D
Common Stock 02/27/2015 S4 30,000 D $63.902 6,292 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) $35.18 11/20/2014 4M 10,000 08/07/2012 08/06/2017 Common Stock 10,000 $35.18 10,000 D
Options (Right to Buy) $44.46 11/20/2014 4M 9,799 08/06/2013 08/05/2018 Common Stock 9,799 $44.46 10,000 D
Options (Right to Buy) $44.46 12/04/2014 4M 201 08/06/2013 08/05/2018 Common Stock 201 $44.46 201 D
Options (Right to Buy) $26.64 01/09/2015 4M 10,260 08/10/2010 08/09/2015 Common Stock 10,260 $26.64 10,260 D
Options (Right to Buy) $35.57 01/09/2015 4M 10,000 08/09/2011 08/08/2016 Common Stock 10,000 $35.57 10,000 D
Explanation of Responses:
1. As permitted pursuant to the terms of the 2007 Stock Option Plan, the reporting person delivered these shares to the Issuer in order to pay for the exercise of options reported on Tables I and II. The shares were valued at the closing price for the Issuer's stock on November 20, 2014, the date on which the reporting person exercised the options.
2. As permitted pursuant to the terms of the 2007 Stock Option Plan, the reporting person delivered these shares to the Issuer in order to pay for the exercise of options reported on Tables I and II. The shares were valued at the closing price for the Issuer's stock on December 4, 2014, the date on which the reporting person exercised the options.
3. As permitted pursuant to the terms of the 2007 Stock Option Plan, the reporting person delivered these shares to the Issuer in order to pay for the exercise of options reported on Tables I and II. The shares were valued at the closing price for the Issuer's stock on January 9, 2015, the date on which the reporting person exercised the options.
4. Reporting Person identified a clerical error from February 2014, December 2014 and January 9, 2015 in which 72, 37 and 414, shares of the Issuer's stock were not reported in the number of securities beneficially owned. The Reporting Person has corrected the error with this filing.
Remarks:
/s/ Richard A. Berenson 05/12/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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