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*
SCHWARTZ JOEL A
(Last) (First) (Middle)
8685 NW 53 TERRACE STE 201
(Street)
MIAMI FL 33166
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BENIHANA INC [ BNHN/BNHNA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2007
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 15(1) I I(2)
Class A Common Stock 1 I I(2)
Common Stock 77,075(3) D
Class A Common Stock 06/29/2007 M 74,750 A $7.1014 113,933 D
Class A Common Stock 06/29/2007 S 1,800 D $20.25 112,133 D
Class A Common Stock 06/29/2007 S 4,700 D $20.02 107,433 D
Class A Common Stock 06/29/2007 S 1,500 D $20.0068 105,933 D
Class A Common Stock 06/29/2007 S 7,000 D $20.01 98,933 D
Class A Common Stock 06/29/2007 S 3,000 D $20.002 95,933 D
Class A Common Stock 06/29/2007 S 6,158 D $20.05 89,775 D
Class A Common Stock 06/29/2007 S 2,000 D $20.1 87,775 D
Class A Common Stock 06/29/2007 S 2,000 D $20.12 85,775 D
Class A Common Stock 06/29/2007 S 3,000 D $20.1021 82,775 D
Class A Common Stock 06/29/2007 S 9,000 D $20 73,775 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
Employee Stock Option $6.5942(4) 05/07/1999 05/07/2009 Class A Common Stock 57,500 57,500 D
Employee Stock Option $6.6209 06/15/2007 05/07/2009 Common Stock 28,750 28,750(4) D
Employee Stock Option $8.9855(4) 09/01/1999 09/01/2009 Class A Common Stock 40,250 40,250 D
Employee Stock Option $9.0122 06/15/2007 09/01/2009 Common Stock 20,125 20,125(4) D
Employee Stock Option $4.9623(4) 04/24/2001 04/24/2011 Class A Common Stock 51,750 51,750 D
Employee Stock Option $4.989 06/15/2007 04/24/2001 Common Stock 25,875 25,875(4) D
Employee Stock Option $7.8261(4) 05/12/2000 05/12/2010 Class A Common Stock 57,500 57,500 D
Employee Stock Option $7.8528 06/15/2007 05/12/2010 Common Stock 28,750 28,750(4) D
Employee Stock Option $7.1014(4) 06/29/2007 M 74,750 10/30/1997 10/30/2007 Class A Common Stock 74,750 $0 0 D
Employee Stock Option $7.1281 06/15/2007 10/30/2007 Common Stock 37,375 37,375(4) D
Explanation of Responses:
1. On June 15, 2007, the Company issued its previously declared stock dividend of one-half of one share of Common Stock for each outstanding share of Common Stock and each outstanding share of Class A Common Stock to holders of record on June 1, 2007 (the "Stock Dividend"). As a result of the Stock Dividend, Mr. Schwartz received indirectly 5 shares of Common Stock.
2. Owned by Mr. Schwartz's son, as to which Mr. Schwartz disclaims beneficial ownership.
3. As a result of the Stock Dividend, Mr. Schwartz received 38,752 shares of Common Stock on June 15, 2007.
4. As a result of the Stock Dividend, then outstanding options were adjusted pursuant to anti-dilution provisions of the Company's stock option plan so that each such option outstanding as of June 15, 2007 became exercisable for both one share of Class A Common Stock and one-half of one share of Common Stock. The exercise price of each outstanding option was accordingly adjusted.
Joel A. Schwartz 07/05/2007
** 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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