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) 08/05/2009 | ||||||||||||||||||||||||||
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 | 08/05/2009 | M | 11,500 | A | $8.3514 | 26,000 | I | I(1) | ||
Common Stock | 08/05/2009 | M | 5,750 | A | $8.3781 | 43,000(2) | I | I(1) |
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 | $8.3514 | 08/05/2009 | M | 11,500 | 08/05/1999 | 08/05/2009 | Class A Common Stock | 11,500 | $0 | 0 | I | I(1) | |||
Option to Buy | $8.3781 | 08/05/2009 | M | 5,750 | 06/15/2007 | 08/05/2009 | Common Stock | 5,750 | $0 | 0 | I | I(1) | |||
Option to Buy | $7.3551 | 08/03/2000 | 08/03/2010 | Class A Common Stock | 11,500 | 11,500 | I | I(1) | |||||||
Option to Buy | $7.3817 | 06/15/2007 | 08/03/2010 | Common Stock | 5,750 | 5,750 | I | I(1) | |||||||
Option to Buy | $7.9304 | 08/16/2001 | 08/16/2011 | Class A Common Stock | 11,500 | 11,500 | I | I(1) | |||||||
Option to Buy | $7.9571 | 06/15/2007 | 08/16/2011 | Common Stock | 5,750 | 5,750 | I | I(1) | |||||||
Option to Buy | $8.5333 | 08/22/2002 | 08/22/2012 | Class A Common Stock | 10,000 | 10,000 | I | I(1) | |||||||
Option to Buy | $8.56 | 06/15/2007 | 08/22/2012 | Common Stock | 5,000 | 5,000 | I | I(1) | |||||||
Option to Buy | $7.6333 | 08/21/2003 | 08/21/2013 | Class A Common Stock | 10,000 | 10,000 | I | I(1) | |||||||
Option to Buy | $7.66 | 06/15/2007 | 08/21/2013 | Common Stock | 5,000 | 5,000 | I | I(1) | |||||||
Option to Buy | $7.5667 | 09/28/2004 | 09/28/2014 | Class A Common Stock | 10,000 | 10,000 | I | I(1) | |||||||
Option to Buy | $7.5933 | 06/15/2007 | 09/28/2014 | Common Stock | 5,000 | 5,000 | I | I(1) | |||||||
Option to Buy | $14.9067 | 12/12/2005 | 12/12/2015 | Class A Common Stock | 10,000 | 10,000 | I | I(1) | |||||||
Option to Buy | $14.9333 | 06/15/2007 | 12/12/2015 | Common Stock | 5,000 | 5,000 | I | I(1) | |||||||
Option to Buy | $18.8133 | 12/11/2006 | 12/11/2016 | Class A Common Stock | 10,000 | 10,000 | I | I(1) | |||||||
Option to Buy | $18.84 | 06/15/2007 | 12/11/2016 | Common Stock | 5,000 | 5,000 | I | I(1) | |||||||
Option to Buy | $16.36 | 11/02/2007(3) | 11/02/2017 | Class A Common Stock | 10,000 | 10,000 | I | I(1) | |||||||
Option to Buy | $2.605 | 10/23/2008(4) | 10/23/2018 | Class A Common Stock | 10,000 | 10,000 | I | I(1) |
Explanation of Responses: |
1. Owned by a trust of which Mr. Abdo is the Trustee and Beneficiary. |
2. BFC Financial Corporation ("BFC") owns 800,000 shares of the issuer's Series B Convertible Preferred Stock, which is convertible at any time in BFC's discretion in to aggregate of 1,578,943 shares of the issuer's Common stock. Mr. Abdo is the Vice Chairman of the Board of Directors of, and may be deemed to control, BFC, but Mr. Abdo disclaims any pecuniary interest in or beneficial ownership of the shares of the issuer's Series B Convertible Preferred Stock owned by BFC. |
3. Two-thirds currently exercisable and one-third exercisable 11-02-09. |
4. One-third currently exercisable; one-third exercisable 10/23/09; one-third exercisable 10/23/10 |
John Abdo | 08/18/2009 | |
** 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. |