SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kelley Lindon Charles

(Last)

(First)

(Middle)

2800 GILBERT AVENUE

(Street)

CINCINNATI

45206

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FRISCHS RESTAURANTS INC [ FRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		REGIONAL DIRECTOR

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2012

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽¹⁾	$31.4	09/17/2012		D⁽²⁾			500	06/05/2008	06/05/2017	Common Stock	500	$0	0	D
Stock Option⁽¹⁾	$20.55	09/17/2012		D⁽²⁾			1,167	06/22/2011	06/22/2020	Common Stock	1,167	$0	0	D
Stock Option⁽¹⁾	$21.9	09/17/2012		A⁽²⁾		500		⁽³⁾	06/05/2017	Common Stock	500	$0	500	D
Stock Option⁽¹⁾	$11.05	09/17/2012		A⁽²⁾		1,167		⁽⁴⁾	06/22/2020	Common Stock	1,167	$0	1,167	D

Explanation of Responses:

1. Option to buy

2. The reported transactions involved an amendment of outstanding options, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The reporting person agreed to the cancellation of the old option in exchange for a new option having a lower exercise price, which was adjusted in accordance with the applicable company plan, to reflect the special dividend recently declared and paid by the company.

3. The option was originally granted on June 5, 2007 and provided for vesting in three equal installments, 1/3 each year on June 5, 2008, June 5, 2009 and June 5, 2010.

4. The option was originally granted on June 22, 2010 and provided for vesting in three equal installments, 1/3 each year on June 22, 2011, June 22, 2012 and June 22, 2013. The shares reported represent the final 1/3 tranche, which will not vest until June 22, 2013.

Remarks:

	LINDON C. KELLEY by DONALD A. BODNER, P.O.A.	09/19/2012
	** 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.