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*
Coliseum Capital Management, LLC

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BENIHANA INC [ BNHN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 08/21/2012 D 2,617,563 (1) D $16.3 (2) 0 (1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to buy $11.04 08/21/2012 D 10,000 (4) 01/10/2022 Common Stock 10,000 $5.26 0 I See Footnotes (2) (3)
Option to buy $7.55 08/21/2012 D 3,333 (5) 09/28/2020 Common Stock 3,333 $8.75 0 I See Footnotes (2) (3)
1. Name and Address of Reporting Person*
Coliseum Capital Management, LLC

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gray Adam

(Last) (First) (Middle)
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
Explanation of Responses:
1. These securities were held directly by (a) Coliseum Capital Partners, L.P., an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ('CC'), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ('CCM'), serves as investment adviser, and (b) Blackwell Partners, LLC ('Blackwell'), a separate account investment advisory client of CCM. Christopher Shackelton and Adam Gray manage CCM and CC. Each of Christopher Shackelton, Adam Gray, Blackwell, CCP, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Adam Gray was a member of the board of directors of Benihana (as defined below).
2. On August 21, 2012, Benihana Inc. ('Benihana'), Safflower Holdings Corp., a Delaware corporation ('Parent'), and Safflower Acquisition Corp. ('Merger Sub') entered into an Agreement and Plan of Merger (the 'Merger Agreement'), which provided for a merger in which Merger Sub was merged with and into Benihana, with Benihana continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the 'Merger'). The Merger became effective on August 21, 2012. At the effective time of the Merger, each outstanding share of Benihana common stock converted into the right to receive $16.30 in cash without interest and net of any taxes required to be withheld therefrom (the 'Merger Consideration').
3. These options were received by Coliseum Capital Partners, L.P. ('CCP') pursuant to an agreement under which Adam Gray assigned to CCP the right to receive all compensation (including equity compensation) that Mr. Gray would otherwise had received as a director of Benihana.
4. Pursuant to the Merger Agreement, this option, one-third exercisable on 7/10/2012, one-third exercisable on 1/10/2013 and one-third exercisable on 1/10/2014, was cancelled in exchange for a cash payment of $52,600.00, representing the difference between the Merger Consideration and the exercise price of the option multiplied by the number of unvested or unexercised shares subject to the option ($16.30 - $11.04 = $5.26 per share).
5. Pursuant to the Merger Agreement, this option, one-third exercisable on 3/28/2011, one-third exercisable on 9/28/2011 and one-third exercisable on 9/28/2012, was cancelled in exchange for a cash payment of $29,163.75, representing the difference between the Merger Consideration and the exercise price of the option multiplied by the number of unvested or unexercised shares subject to the option ($16.30 - $7.55 = $8.75 per share).
/s/ Adam Gray, Manager 08/23/2012
** Signature of Reporting Person Date
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