Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 11 )*

Benihana Inc.

(Name of Issuer)

Class A Common Stock
Common Stock

(Title of Class of Securities)

082047200 (Class A Common Stock)
082047101 (Common Stock)

(CUSIP Number)

Christopher Shackelton/Adam Gray
767 Third Avenue, 35th Floor
New York, NY 10017

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 24, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		082047200

NAMES OF REPORTING PERSONS

Coliseum Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,847,216 (Class A Common Stock) 554,043 (Common Stock)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,847,216 (Class A Common Stock) 554,043 (Common Stock)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,847,216 (Class A Common Stock) 554,043 (Common Stock)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.3% (Class A Common Stock)
9.5 %(Common Stock)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO, IA

Page 2 of 10


CUSIP No.		082047200

NAMES OF REPORTING PERSONS

Coliseum Capital, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,054,959 (Class A Common Stock) 417,211 (Common Stock)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,054,959 (Class A Common Stock) 417,211 (Common Stock)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,054,959 (Class A Common Stock) 417,211 (Common Stock)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9% (Class A Common Stock)
7.1% (Common Stock)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Page 3 of 10


CUSIP No.		082047200

NAMES OF REPORTING PERSONS

Coliseum Capital Partners, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,054,959 (Class A Common Stock) 417,211 (Common Stock)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,054,959 (Class A Common Stock) 417,211 (Common Stock)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,054,959 (Class A Common Stock) 417,211 (Common Stock)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9% (Class A Common Stock)
7.1% (Common Stock)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Page 4 of 10


CUSIP No.		082047200

NAMES OF REPORTING PERSONS

Blackwell Partners, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Georgia

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

792,257 (Class A Common Stock) 136,832 (Common Stock)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

792,257 (Class A Common Stock) 136,832 (Common Stock)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

792,257 (Class A Common Stock) 136,832 (Common Stock)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.4% (Class A Common Stock)
2.3% (Common Stock)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Page 5 of 10


CUSIP No.		082047200

NAMES OF REPORTING PERSONS

Adam Gray

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,847,216 (Class A Common Stock) 554,043 (Common Stock)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,847,216 (Class A Common Stock) 554,043 (Common Stock)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,847,216 (Class A Common Stock) 554,043 (Common Stock)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.3% (Class A Common Stock)
9.5% (Common Stock)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Page 6 of 10


CUSIP No.		082047200

NAMES OF REPORTING PERSONS

Christopher Shackelton

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

1,847,216 (Class A Common Stock) 554,043 (Common Stock)

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

1,847,216 (Class A Common Stock) 554,043 (Common Stock)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,847,216 (Class A Common Stock) 554,043 (Common Stock)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.3% (Class A Common Stock)
9.5%(Common Stock)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Page 7 of 10


CUSIP No.		082047200

Explanatory Note: This Amendment No. 11 (this “Amendment”), to the Schedule 13D (the “Initial 13D”) filed by the Filers (as defined below in Item 2) with the U.S. Securities and Exchange Commission (the “Commission”) on February 17, 2010, as amended and supplemented by:

•		Amendment No. 1 to the Initial 13D filed on April 15, 2010;

•		Amendment No. 2 to the Initial 13D filed on May 26, 2010;

•		Amendment No. 3 to the Initial 13D filed on July 1, 2010;

•		Amendment No. 4 to the Initial 13D filed on July 15, 2010;

•		Amendment No. 5 to the Initial 13D filed on July 23, 2010;

•		Amendment No. 6 to the Initial 13D filed on August 2, 2010;

•		Amendment No. 7 to the Initial 13D filed on August 4, 2010;

•		Amendment No. 8 to the Initial 13D filed on August 6, 2010;
•		Amendment No. 9 to the Initial 13D filed on August 17, 2010; and

•		Amendment No. 10 to the Initial 13D filed on June 20, 2011 (“Amendment No. 10”),

amends and supplements the items set forth herein. As used in this statement, the term “Filers” collectively refers to:

	•		Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);

	•		Coliseum Capital, LLC, a Delaware limited liability company (“CC”);

	•		Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);

	•		Blackwell Partners, LLC, a Georgia limited liability company (“Blackwell”):

	•		Adam Gray (“Gray”); and

	•		Christopher Shackelton (“Shackelton”).

Item 1. Security and Issuer.

Item 1 is amended and restated in its entirety as follows.

This statement relates to shares of Class A Common Stock, $0.10 par value per share (the “Class A Common Stock”) and Common Stock, $0.10 par value per share (the “Common Stock”) of Benihana Inc. (the “Issuer”). The principal executive office of the Issuer is located at 8685 Northwest 53rd Terrace, Miami, FL 33166.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is supplemented as follows:

The source and amount of funds used making the purchases of the Class A Common Stock and the Common Stock described in Item 5 hereof were as follows:


Purchaser	Source of Funds	Amount
Blackwell	Working Capital	$	463,164.84
CCP	Working Capital	$	724,047.66

Page 8 of 10


CUSIP No.		082047200

Item 5. Interest in Securities of the Issuer.

Item 5 is amended and supplemented as follows:

Class A Common Stock

The information relating to the beneficial ownership of Class A Common Stock by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 10,650,920 shares of Class A Common Stock outstanding as of June 3, 2011, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended March 27, 2011, filed with the Commission on June 9, 2011 (the “Issuer’s 10-K”).

The Filers effected the following transactions in the Class A Common Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Class A Common Stock by the Filers since the filing of Amendment No. 10:

Weighted Average

Name

Purchase or Sale

Date

Number of Shares

Price Per Share

CCP

Purchase

6/24/2011

76,234

9.50

Blackwell

Purchase

6/24/2011

48,766

9.50

Common Stock

The information relating to the beneficial ownership of Common Stock by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 5,851,533 shares of Common Stock outstanding as of June 3, 2011, as reported in the Issuer’s 10-K.

Since the filing of Amendment No. 10, the Filers have not acquired beneficial ownership over additional shares of Common Stock.

The information in Item 6 is incorporated herein by reference.

Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.

CCM is an investment adviser whose clients, including CCP and Blackwell, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.

Page 9 of 10


CUSIP No.		082047200

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 27, 2011


COLISEUM CAPITAL MANAGEMENT, LLC		BLACKWELL PARTNERS, LLC

		By:	Coliseum Capital Management, LLC, Attorney-in-fact

By:	/s/ Christopher Shackelton	By:	/s/ Adam Gray

	Christopher Shackelton, Manager		Adam Gray, Manager

COLISEUM CAPITAL PARTNERS, L.P.		CHRISTOPHER SHACKELTON

By:	Coliseum Capital, LLC, General Partner

By:	/s/ Adam Gray	/s/ Christopher Shackelton

	Adam Gray, Manager	Christopher Shackelton

COLISEUM CAPITAL, LLC		ADAM GRAY

By:	/s/ Adam Gray	/s/ Adam Gray

	Adam Gray, Manager	Adam Gray

Page 10 of 10