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*
ABDO JOHN E
(Last) (First) (Middle)
C/O BENIHANA INC.
8685 NW 53 TERRACE
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2009
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
Class A Common Stock 08/05/2009 M 11,500 A $8.3514 26,000 I I(1)
Common Stock 08/05/2009 M 5,750 A $8.3781 43,000(2) I I(1)
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
Option to Buy $8.3514 08/05/2009 M 11,500 08/05/1999 08/05/2009 Class A Common Stock 11,500 $0 0 I I(1)
Option to Buy $8.3781 08/05/2009 M 5,750 06/15/2007 08/05/2009 Common Stock 5,750 $0 0 I I(1)
Option to Buy $7.3551 08/03/2000 08/03/2010 Class A Common Stock 11,500 11,500 I I(1)
Option to Buy $7.3817 06/15/2007 08/03/2010 Common Stock 5,750 5,750 I I(1)
Option to Buy $7.9304 08/16/2001 08/16/2011 Class A Common Stock 11,500 11,500 I I(1)
Option to Buy $7.9571 06/15/2007 08/16/2011 Common Stock 5,750 5,750 I I(1)
Option to Buy $8.5333 08/22/2002 08/22/2012 Class A Common Stock 10,000 10,000 I I(1)
Option to Buy $8.56 06/15/2007 08/22/2012 Common Stock 5,000 5,000 I I(1)
Option to Buy $7.6333 08/21/2003 08/21/2013 Class A Common Stock 10,000 10,000 I I(1)
Option to Buy $7.66 06/15/2007 08/21/2013 Common Stock 5,000 5,000 I I(1)
Option to Buy $7.5667 09/28/2004 09/28/2014 Class A Common Stock 10,000 10,000 I I(1)
Option to Buy $7.5933 06/15/2007 09/28/2014 Common Stock 5,000 5,000 I I(1)
Option to Buy $14.9067 12/12/2005 12/12/2015 Class A Common Stock 10,000 10,000 I I(1)
Option to Buy $14.9333 06/15/2007 12/12/2015 Common Stock 5,000 5,000 I I(1)
Option to Buy $18.8133 12/11/2006 12/11/2016 Class A Common Stock 10,000 10,000 I I(1)
Option to Buy $18.84 06/15/2007 12/11/2016 Common Stock 5,000 5,000 I I(1)
Option to Buy $16.36 11/02/2007(3) 11/02/2017 Class A Common Stock 10,000 10,000 I I(1)
Option to Buy $2.605 10/23/2008(4) 10/23/2018 Class A Common Stock 10,000 10,000 I I(1)
Explanation of Responses:
1. Owned by a trust of which Mr. Abdo is the Trustee and Beneficiary.
2. BFC Financial Corporation ("BFC") owns 800,000 shares of the issuer's Series B Convertible Preferred Stock, which is convertible at any time in BFC's discretion in to aggregate of 1,578,943 shares of the issuer's Common stock. Mr. Abdo is the Vice Chairman of the Board of Directors of, and may be deemed to control, BFC, but Mr. Abdo disclaims any pecuniary interest in or beneficial ownership of the shares of the issuer's Series B Convertible Preferred Stock owned by BFC.
3. Two-thirds currently exercisable and one-third exercisable 11-02-09.
4. One-third currently exercisable; one-third exercisable 10/23/09; one-third exercisable 10/23/10
John Abdo 08/18/2009
** 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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