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^*

GROSS ROBERT G

(Last)

(First)

(Middle)

200 HOLLEDER PARKWAY

(Street)

ROCHESTER

14615

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MONRO MUFFLER BRAKE INC [ MNRO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2015

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)
HOLDING								115,807	D
Common Stock	10/27/2015	10/27/2015	G		3,000	D	$75.57	112,807	D
Common Stock	10/28/2015	10/28/2015	M		150,000	A	$33.62	262,807	D
Common Stock	10/28/2015	10/28/2015	J⁽¹⁾		102,000	D	$75.99	160,807	D
Common Stock	10/28/2015	10/28/2015	S		26,711⁽²⁾⁽³⁾	D	$76.0044	134,096	D
Common Stock	10/29/2015	10/29/2015	S		1,289⁽³⁾	D	$76.0113	132,807	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)
Common Stock	$33.62	10/28/2015	10/28/2015	M			37,500	01/03/2012	01/03/2016	COMMON STOCK	37,500	$33.62	0	D
Common Stock	$33.62	10/28/2015	10/28/2015	M			37,500	01/03/2013	01/03/2016	COMMON STOCK	37,500	$33.62	0	D
Common Stock	$33.62	10/28/2015	10/28/2015	M			37,500	01/03/2014	01/03/2016	COMMON STOCK	37,500	$33.62	0	D
Common Stock	$33.62	10/28/2015	10/28/2015	M			37,500	01/03/2015	01/03/2016	COMMON STOCK	37,500	$33.62	0	D

Explanation of Responses:

1. As permitted pursuant to the terms of the 2007 Incentive Stock Plan, the reporting person delivered these securities to the Issuer in order to pay for the exercise of options reported on Tables I and II and certain personal tax obligations related to such exercise. The securities were valued at the closing price of the Issuer's stock on October 28, 2015, the date on which the reporting person exercised the options and surrendered the shares.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.00 to $76.049, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request.

3. The reporting person has completed all intended sales of the Issuer's stock as disclosed on his Form 144 dated October 28, 2015, which were undertaken for personal tax planning and diversification purposes.

Remarks:

	/s/ Maureen E. Mullholland as POA for Robert G. Gross	10/29/2015
	** 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).
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