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*
HOAGLAND PAUL V
(Last) (First) (Middle)
1855 BOSTON ROAD
(Street)
WILBRAHAM MA 01095
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FRIENDLY ICE CREAM CORP [ frn ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive VP of Admin & CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2007
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)
Code V Amount (A) or (D) Price
Common Stock 08/30/2007 D 17,469 D (1) 0 D
Common Stock 08/30/2007 A 12,021 A (2) 12,021 D
Common Stock 08/30/2007 D 12,021 D (1)(2) 0 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
Stock Options $6.65 08/30/2007 D 17,293 (3) 07/23/2008 Common Stock 17,293 $8.85 0(3) D
Stock Options $12.45 08/30/2007 D 10,205 (4) 02/23/2009 Common Stock 10,205 $3.05 0(4) D
Stock Options $8.86 08/30/2007 D 15,189 (5) 02/09/2010 Common Stock 15,189 $6.64 0(5) D
Stock Options $8.1 08/30/2007 D 24,109 (6) 03/21/2011 Common Stock 24,109 $7.4 0(6) D
Stock Options $14.5 08/30/2007 D 14,211 (7) 03/08/2012 Common Stock 14,211 $1 0(7) D
Explanation of Responses:
1. Disposed in connection with the merger of the issuer with Freeze Operations, Inc. pursuant to that certain agreement and plan of merger dated June 17, 2007, by and among the issuer, Freeze Operations Holding Corp. and Freeze Operations, Inc. (the "Merger"), in exchange for the right to receive a cash payment equal to $15.50 per share.
2. In connection with the Merger, the 2007 Threshold EBITDA under the 2003 Incentive Plan (2007 Long-Term Incentive Plan) was deemed to have been achieved and the reporting person became entitled to receive 12,021 shares, which shares were canceled in the Merger in exchange for the right to receive a cash payment equal to $15.50 per share.
3. These options became fully vested on December 20, 2004, and were canceled in connection with the Merger in exchange for a cash payment of $153,043.05, representing the difference between the exercise price of the options and $15.50 per share.
4. These options became fully vested on December 20, 2004, and were canceled in connection with the Merger in exchange for a cash payment of $31,125.25, representing the difference between the exercise price of the options and $15.50 per share.
5. These options, which provided for vesting in three equal annual installments commencing on February 9, 2006, were accelerated and became fully vested, and were canceled in connection with the Merger in exchange for a cash payment of $100,854.96, representing the difference between the exercise price of the options and $15.50 per share.
6. These options, which provided for vesting in three equal annual installments commencing on March 21, 2007, were accelerated and became fully vested, and were canceled in connection with the Merger in exchange for a cash payment of $178,406.60, representing the difference between the exercise price of the options and $15.50 per share.
7. These options, which provided for vesting in three equal annual installments commencing on March 8, 2008, were accelerated and became fully vested, and were canceled in connection with the Merger in exchange for a cash payment of $14,211.00, representing the difference between the exercise price of the options and $15.50 per share.
/s/ Paul V. Hoagland 09/12/2007
** 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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