SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Gray Adam (Last) (First) (Middle) 767 THIRD AVENUE 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/28/2010	3. Issuer Name and Ticker or Trading Symbol BENIHANA INC [ BNHNA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	232,483	I	See Note 1(1)
Common Stock - Class A	1,463,883	I	See Note 1(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Buy Class A Common Stock	03/28/2011	09/28/2020	Class A Common Stock	10,000	$7.55	I	See Note 1, 2(1)(2)

Explanation of Responses:

1. These securities are held directly by (i) an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company, is general partner, and Coliseum Capital Management, LLC, a Delaware limited liability company (together with Coliseum Capital, LLC, "Coliseum"), is investment adviser and (ii) an investment partnership of which Coliseum Capital Management, LLC is an investment adviser. Mr. Gray serves as a manager of Coliseum Capital, LLC and Coliseum Capital Management, LLC and is a director of the Issuer. Each of Mr. Gray and Coliseum disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

2. One-third exercisable 3/28/2011; one-third exercisable 9/28/2011; one-third exercisable 9/28/2012. These options have a strike price of $7.55.

	Adam Gray	10/08/2010
	** 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 5 (b)(v).
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