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^*

Glowacki Curt

(Last)

(First)

(Middle)

1135 EDGEBROOK

(Street)

HOUSTON

77034

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEXICAN RESTAURANTS INC [ CASA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2007

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	05/22/2007⁽¹⁾⁽⁴⁾		A		10,000	A	$0	38,000	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)
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)
Employee Stock Option (Right to Buy)	$8.43	05/22/2007		A		50,000		⁽²⁾⁽⁴⁾	05/22/2017	Common Stock	50,000	$0	50,000	D
Long-Term Incentive Performance Units	⁽³⁾	05/22/2007		A		60,000		⁽³⁾⁽⁴⁾	05/22/2012	Common Stock	60,000	$0	60,000	D

Explanation of Responses:

1. 10,000 of the restricted shares will vest over a four year period beginning May 22, 2007 at the rate of 25% per year. In addition, the Company has determined that it will award Mr. Glowacki an additional 10,000 shares each year for the next four years. Each of these restricted share grants will vest over four years at the rate of 25% per year. Mr. Glowacki would need to be an employee on the dates of such grants, and through the resulting vesting schedules. The grant vesting schedules would accelerate upon a change of control in the Company.

2. Options will vest over five years at the rate of 0%, 10%, 20%, 30% and 40%.

3. Because the value of the long-term incentive performance units is not based solely on the value of the underlying security, they may not be a derivative security, but are listed herein in the interest of full disclosure. The units will be earned if the Company's common stock trades at or above $20.00 per share and the Company has a change of control at that price or higher within five years from the date of grant. The award is also subject to shareholder approval.

4. As part of receiving these long term incentive grants, Mr. Glowacki has agreed to purchase in the open market, over the next twelve months, a total of 20,000 common shares of Company stock.

Remarks:

	/s/ Curt Glowacki	05/24/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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