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*
D AMICO CATHERINE

(Last) (First) (Middle)
200 HOLLEDER PARKWAY

(Street)
ROCHESTER, NY 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2016
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)
Code V Amount (A) or (D) Price
HOLDINGS 189,523 D
Common Stock 11/16/2016 F 11,160(1) D $58.05 178,363 D
Common Stock 11/16/2016 M 11,250 A $15.39 189,613 D
Common Stock 11/16/2016 M 9,000 A $18.05 198,613 D
Common Stock 11/16/2016 M 8,000 A $39.03 206,613 D
Common Stock 11/16/2016 F 8,813(2) D $58.05 197,800(3) D
Common Stock 11/16/2016 S 600 D $58.5 197,200 D
Common Stock 11/17/2016 G 1,750 D $57.95 195,450 D
Common Stock 11/18/2016 S 8,450 D $58 187,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to buy) $15.39 11/16/2016 M 2,812 05/17/2008 05/16/2017 Common Stock 2,812 $0.00 8,438 D
Options (Right to buy) $15.39 11/16/2016 M 2,813 05/17/2009 05/16/2017 Common Stock 2,813 $0.00 5,625 D
Options (Right to buy) $15.39 11/16/2016 M 2,812 05/17/2010 05/16/2017 Common Stock 2,812 $0.00 2,813 D
Options (Right to buy) $15.39 11/16/2016 M 2,813 05/17/2011 05/16/2017 Common Stock 2,813 $0.00 0 D
Options (Right to buy) $18.05 11/16/2016 M 2,250 05/20/2010 05/19/2019 Common Stock 2,250 $0.00 6,750 D
Options (Right to buy) $18.05 11/16/2016 M 2,250 05/20/2011 05/19/2019 Common Stock 2,250 $0.00 4,500 D
Options (Right to buy) $18.05 11/16/2016 M 2,250 05/20/2012 05/19/2019 Common Stock 2,250 $0.00 2,250 D
Options (Right to buy) $18.05 11/16/2016 M 2,250 05/20/2013 05/19/2019 Common Stock 2,250 $0.00 0 D
Options (Right to buy) $39.03 11/16/2016 M 2,000 05/15/2013 05/14/2018 Common Stock 2,000 $0.00 6,000 D
Options (Right to buy) $39.03 11/16/2016 M 2,000 05/15/2014 05/14/2018 Common Stock 2,000 $0.00 4,000 D
Options (Right to buy) $39.03 11/16/2016 M 2,000 05/15/2015 05/14/2018 Common Stock 2,000 $0.00 2,000 D
Options (Right to buy) $39.03 11/16/2016 M 2,000 05/15/2016 05/14/2018 Common Stock 2,000 $0.00 0 D
Explanation of Responses:
1. As permitted pursuant to the terms of the 1998 Employee Incentive Stock Option Plan and the 2007 Stock Option Plan, the reporting person utilized her ownership of existing shares in order to exercise options to purchase 28,250 non-qualified stock options, which option exercises are being reported on Tables I and II. The shares were valued at the closing price, respectively, for the Issuer's stock on November 16, 2016, the dates on which the reporting person exercised the options.
2. As permitted pursuant to the terms of the 1998 Employee Incentive Stock Option Plan and the 2007 Stock Option Plan, the reporting person satisfied any requisite taxes incurred as a result of the option exercises being reported on Tables I and II of this Form 4 by the Issuer withholding shares otherwise deliverable from the exercise of the options.
3. The reporting person's holdings of Monro stock increased by 8,277 shares as a result of these transactions, which were completed for purposes of estate and tax planning.
Remarks:
/s/ Catherine D'Amico 11/18/2016
** 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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