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*
AOKI KEVIN
(Last) (First) (Middle)
8685 NW 53 TERRACE STE 201
(Street)
MIAMI FL 33166
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BENIHANA INC [ BNHN/BNHNA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2006
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)
Code V Amount (A) or (D) Price
Common Stock 8,225(1) D
Common Stock 2,153,502(2) I I(3)
Class A Common Stock 06/30/2006 M 34,500 A $16.7826 49,300 D
Class A Common Stock 07/03/2006 S 7,400 D $27.799 41,900 D
Class A Common Stock 07/03/2006 S 2,000 D $27.7758 39,900 D
Class A Common Stock 07/03/2006 S 12,900 D $25.8549 27,000 D
Class A Common Stock 07/03/2006 S 12,200 D $24.8989 14,800 D
Class A Common Stock 06/26/2007 S 1,000 D $20.31 13,800 D
Class A Common Stock 06/26/2007 S 1,000 D $20.36 12,800 D
Class A Common Stock 06/26/2007 S 1,000 D $20.39 11,800 D
Class A Common Stock 06/28/2007 S 1,000 D $19.58 10,800 D
Class A Common Stock 06/28/2007 S 100 D $19.57 10,700 D
Class A Common Stock 06/28/2007 S 900 D $19.56 9,800 D
Class A Common Stock 06/29/2007 S 400 D $20.07 9,400 D
Class A Common Stock 06/29/2007 S 1,000 D $20.27 8,400 D
Class A Common Stock 06/29/2007 S 700 D $20.2 7,700 D
Class A Common Stock 06/29/2007 S 300 D $20.26 7,400 D
Class A Common Stock 06/29/2007 S 600 D $20.15 6,800 D
Class A Common Stock 06/29/2007 S 1,700 D $20.48 5,100 D
Class A Common Stock 06/29/2007 S 300 D $20.23 4,800 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $16.7826 06/30/2006 M 34,500 06/07/2002 06/07/2012 Class A Common Stock 34,500 $0 0 D
Option to Buy $18.8133(4) 12/11/2006(5) 12/11/2016 Class A Common Stock 10,000 10,000 D
Option to Buy $18.84 06/15/2007(5) 12/11/2016 Common Stock 5,000 5,000(4) D
Explanation of Responses:
1. 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. Aoki received 7675 shares of Common Stock.
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, Benihana of Tokyo, Inc. received 717,834 shares of Common Stock.
3. Owned by Benihana of Tokyo, Inc. which is wholly owned by a trust of which Kevin Aoki is a trustee and beneficiary. Mr. Aoki disclaims beneficial ownership of such shares.
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. One-third currently exercisable; one-third exercisable 12/11/07; one-third exercisable 12/11/08.
Kevin Aoki 07/06/2007
** 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).
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