| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BENIHANA INC [ BNHN/BNHNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/19/2008 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 3,600 | D | ||||||||
| Common Stock | 73,700(1) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $8.9855 | 09/01/1999 | 09/01/2009 | Class A Common Stock | 23,000 | 23,000 | D | ||||||||
| Employee Stock Option | $9.0122 | 06/15/2007 | 09/01/2009 | Common Stock | 11,500 | 11,500 | D | ||||||||
| Employee Stock Option | $7.8261 | 05/12/2000 | 05/12/2010 | Class A Common Stock | 46,000 | 46,000 | D | ||||||||
| Employee Stock Option | $7.8528 | 06/15/2007 | 05/12/2010 | Common Stock | 23,000 | 23,000 | D | ||||||||
| Employee Stock Option | $11.1884 | 06/07/2002 | 06/07/2012 | Class A Common Stock | 46,000 | 46,000 | D | ||||||||
| Employee Stock Option | $11.2151 | 06/15/2007 | 06/07/2012 | Common Stock | 23,000 | 23,000 | D | ||||||||
| Employee Stock Option | $10.35 | 03/17/2009 | 03/17/2015 | Class A Common Stock | 16,300 | 16,300 | 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. Yoshimoto received 450 shares of Common Stock with respect to 900 shares of Class A Common Stock he owned at such time and 22,750 shares of Common Stock with respect to 45,500 shares of Common Stock he owned at such time. This Form 4 is being filed to correctly state the number of shares of Common Stock that Mr. Yoshimoto currently owns. The effect of the Stock Dividend on Mr. Yoshimoto's ownership of Common Stock was erroneously excluded from Table I of prior Form 4s filed on March 5, 2008 and March 19, 2008. |
| Taka Yoshimoto | 04/10/2008 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||