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

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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^*

SOLOMON PETER J

(Last)

(First)

(Middle)

767 FIFTH AVENUE

26TH FLOOR

(Street)

NEW YORK

10022

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

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2004

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)
Common Stock								420,527⁽¹⁾	D
Common Stock	06/03/2004	06/03/2004	S		300	D	$24.42	1,160,549⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		300	D	$24.43	1,160,249⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		300	D	$24.45	1,159,949⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		4,200	D	$24.5	1,155,749⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		900	D	$24.505	1,154,849⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		600	D	$24.51	1,154,249⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		1,500	D	$24.525	1,152,749⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		300	D	$24.53	1,152,449⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		1,200	D	$24.54	1,151,249⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		300	D	$24.545	1,150,949⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		499	D	$24.55	1,150,450⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		101	D	$24.565	1,150,349⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		1,500	D	$24.57	1,148,849⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/03/2004	06/03/2004	S		72	D	$24.6	1,148,777⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		524	D	$24.53	1,148,253⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		146	D	$24.57	1,148,107⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		300	D	$24.64	1,147,807⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		392	D	$24.65	1,147,415⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		500	D	$24.66	1,146,915⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		300	D	$24.68	1,146,615⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		400	D	$24.7	1,146,215⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		100	D	$24.75	1,146,115⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		276	D	$24.83	1,145,839⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		1,108	D	$24.86	1,144,731⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		300	D	$24.865	1,144,431⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		600	D	$24.89	1,143,831⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		600	D	$24.895	1,143,231⁽²⁾	I	Trustee⁽³⁾
Common Stock	06/04/2004	06/04/2004	S		2,200	D	$24.9	1,141,031⁽²⁾	I	Trustee⁽³⁾

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)

Explanation of Responses:

1. Includes 20,000 shares of Class C Preferred Stock of the Issuer, presently convertible into 207,900 shares of Common Stock of the Issuer, and also includes options to purchase 45,585 shares of Common Stock of the Issuer, granted pursuant to the Issuer's Non-Employee Directors' Stock Option Plans, which are exercisable within 60 days.

2. Includes 45,000 shares of Class C Preferred Stock of the Issuer, presently convertible into 467,775 shares of Common Stock of the Issuer.

3. Such shares of Common Stock of the Issuer are held by three trusts, each for the benefit of one of Mr. Solomon's three children. Mr. Solomon is a trustee of such trusts and, accordingly, may be deemed to have a beneficial interest therein. Beneficial ownership reported on this Form 4 does not include shares of Common Stock of the Issuer held by charitable foundations of which Mr. Solomon is a trustee. Mr. Solomon expressly disclaims beneficial ownership of securities held by such trusts and charitable foundations, and this report shall not be deemed an admission that Mr. Solomon is the beneficial owner of such securities.

	/s/ Peter J. Solomon	06/07/2004
	** 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).
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