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^*

ZURIFF EUGENE I

(Last)

(First)

(Middle)

C/O THE SMITH & WOLLENSKY RESTAURANT

GROUP, INC. 880 THIRD AVENUE, 4TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITH & WOLLENSKY RESTAURANT GROUP INC [ SWRG ]

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)
08/28/2007

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	08/28/2007		D		25,000	D	$11	0	D
Common Stock	08/28/2007		D		5,000	D	$11	0	I	See footnote⁽¹⁾

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)
Stock Option (Right to Buy)	$5.7	08/28/2007		D			30,000	⁽²⁾	07/09/2011	Common Stock	30,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$3.88	08/28/2007		D			3,333	⁽⁴⁾	09/05/2012	Common Stock	3,333	⁽³⁾	0	D
Stock Option (Right to Buy)	$5.04	08/28/2007		D			10,000	⁽⁵⁾	06/25/2013	Common Stock	10,000	⁽³⁾	0	D
Stock Option (Right to Buy)	$5.7	08/28/2007		D			5,000	⁽⁶⁾	08/18/2014	Common Stock	5,000	⁽³⁾	0	D

Explanation of Responses:

1. These shares are owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

2. On July 9, 2001, the Reporting Person was granted an option to purchase 30,000 shares of common stock of the Issuer. This option, which is fully vested, was cancelled pursuant to the merger agreement dated May 6, 2007, by and among Project Grill, LLC, a Delaware limited liability company ("Grill"), SWRG Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Grill, and the Issuer (the "merger agreement) in exchange for a cash payment of $159,000, representing the difference between $11.00 (the "per share merger consideration") and the exercise price multiplied by the number of shares subject to the option.

3. This option was granted pursuant to the Issuer's 2001 Stock Incentive Plan.

4. On September 5, 2002, the Reporting Person was granted an option to purchase 3,333 shares of common stock of the Issuer. This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment of $23,730.96, representing the difference between the per share merger consideration and the exercise price multiplied by the number of shares subject to the option.

5. On June 25, 2003, the Reporting Person was granted an option to purchase 10,000 shares of common stock of the Issuer. This option, which provided for vesting in five equal annual installments beginning on June 25, 2004, was cancelled pursuant to the merger agreement in exchange for a cash payment of $59,600, representing the difference between the per share merger consideration and the exercise price multiplied by the number of shares subject to the option.

6. On August 18, 2004, the Reporting Person was granted an option to purchase 5,000 shares of common stock of the Issuer. This option, which provided for vesting in five equal annual installments beginning on August 18, 2005, was cancelled pursuant to the merger agreement in exchange for a cash payment of $26,500, representing the difference between the per share merger consideration and the exercise price multiplied by the number of shares subject to the option.

Remarks:

	/s/ Eugene I. Zuriff	08/30/2007
	** 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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