FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BENIHANA INC [ BNHN/BNHNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/22/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 575 | I | I(1) | |||||||
Common Stock | 287(2) | I | I(1) | |||||||
Common Stock | 3,919(3) | D | ||||||||
Common Stock | 06/22/2007 | S | 2,419 | D | $21.36 | 1,500 | D | |||
Common Stock | 06/22/2007 | S | 600 | D | $21.39 | 900 | D | |||
Common Stock | 06/22/2007 | S | 100 | D | $21.58 | 800 | D | |||
Common Stock | 06/22/2007 | S | 100 | D | $21.61 | 700 | D | |||
Common Stock | 06/22/2007 | S | 300 | D | $21.63 | 400 | D | |||
Common Stock | 06/22/2007 | S | 200 | D | $21.99 | 200 | D | |||
Common Stock | 06/22/2007 | S | 200 | D | $22.05 | 0 | D | |||
Class A Common Stock | 06/22/2007 | S | 200 | D | $21.58 | 7,638 | D | |||
Class A Common Stock | 06/22/2007 | S | 1,100 | D | $21.63 | 6,538 | D | |||
Class A Common Stock | 06/22/2007 | S | 100 | D | $21.64 | 6,438 | D | |||
Class A Common Stock | 06/22/2007 | S | 400 | D | $21.67 | 6,038 | D | |||
Class A Common Stock | 06/22/2007 | S | 400 | D | $21.68 | 5,638 | D | |||
Class A Common Stock | 06/22/2007 | S | 280 | D | $21.76 | 5,358 | D | |||
Class A Common Stock | 06/22/2007 | S | 100 | D | $21.77 | 5,258 | D | |||
Class A Common Stock | 06/22/2007 | S | 200 | D | $21.78 | 5,058 | D | |||
Class A Common Stock | 06/22/2007 | S | 100 | D | $21.79 | 4,958 | D | |||
Class A Common Stock | 06/22/2007 | S | 200 | D | $21.81 | 4,758 | D | |||
Class A Common Stock | 06/22/2007 | S | 400 | D | $21.83 | 4,358 | D | |||
Class A Common Stock | 06/22/2007 | S | 500 | D | $21.84 | 3,858 | D | |||
Class A Common Stock | 06/22/2007 | S | 300 | D | $21.85 | 3,558 | D | |||
Class A Common Stock | 06/22/2007 | S | 100 | D | $21.93 | 3,458 | D | |||
Class A Common Stock | 06/22/2007 | S | 100 | D | $21.96 | 3,358 | D | |||
Class A Common Stock | 06/22/2007 | S | 3,358 | D | $22 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option to Buy | $7.3551(4) | 08/03/2000 | 08/03/2010 | Class A Common Stock | 11,500 | 11,500 | D | ||||||||
Option to Buy | $7.3817 | 06/15/2007 | 08/03/2010 | Common Stock | 5,750 | 5,750(4) | D | ||||||||
Option to Buy | $7.9304(4) | 08/16/2001 | 08/16/2011 | Class A Common Stock | 11,500 | 11,500 | D | ||||||||
Option to Buy | $7.9571 | 06/15/2007 | 08/16/2011 | Common Stock | 5,750 | 5,750(4) | D | ||||||||
Option to Buy | $8.5333(4) | 08/22/2002 | 08/22/2012 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
Option to Buy | $8.56 | 06/15/2007 | 08/22/2012 | Common Stock | 5,000 | 5,000(4) | D | ||||||||
Option to Buy | $7.6333(4) | 08/21/2003 | 08/21/2013 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
Option to Buy | $7.66 | 06/15/2007 | 08/21/2013 | Common Stock | 5,000 | 5,000(4) | D | ||||||||
Option to Buy | $7.5667(4) | 09/28/2004 | 09/28/2014 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
Option to Buy | $7.5933 | 06/15/2007 | 09/28/2014 | Common Stock | 5,000 | 5,000(4) | D | ||||||||
Option to Buy | $14.9067(4) | 12/12/2005(5) | 12/12/2015 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
Option to Buy | $14.9333 | 06/15/2007(5) | 12/12/2015 | Common Stock | 5,000 | 5,000(4) | D | ||||||||
Option to Buy | $5.2174(4) | 02/01/2001 | 02/01/2011 | Class A Common Stock | 5,750 | 5,750 | D | ||||||||
Option to Buy | $5.2441 | 06/15/2007 | 02/01/2011 | Common Stock | 2,875 | 2,875(4) | D | ||||||||
Option to Buy | $18.8133(4) | 12/11/2006(6) | 12/11/2011 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
Option to Buy | $18.84 | 06/15/2007(6) | 12/11/2011 | Common Stock | 5,000 | 5,000(4) | D |
Explanation of Responses: |
1. Norman H. Becker P/S/T FBO Norman Becker |
2. On June 15, 2007, the Company issued its previously declared stock dividend of one-half of one share of Common Stock for each outstanding share of Common Stock and each outstanding share of Class A Common Stock to holders of record on June 1, 2007 (the "Stock Dividend"). As a result of the Stock Dividend, Mr. Becker received indirectly 287 shares of Common Stock. |
3. As a result of the Stock Dividend, Mr. Becker received 3919 shares of Common Stock on June 15, 2007. |
4. As a result of the Stock Dividend, then outstanding options were adjusted pursuant to anti-dilution provisions of the Company's stock option plan so that each such option outstanding as of June 15, 2007 became exercisable for both one share of Class A Common Stock and one-half of one share of Common Stock. The exercise price of each outstanding option was accordingly adjusted. |
5. Two-thirds currently exercisable; one-third exercisable 12-12-07. |
6. One-third currently exercisable; one-third exercisable 12-11-07; one-third exercisable 12-11-08. |
Norman Becker | 07/03/2007 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |