10/26/2026 | Press release | Distributed by Public on 10/26/2026 14:57
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (right to buy) | $74.47 | 10/26/2026 | D | 15,000 | (2) | 08/19/2029 | Common Stock, par value $0.01 per share | 15,000 | $102 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Levine Andrew M C/O NATHAN'S FAMOUS, INC. ONE JERICHO PLAZA, SECOND FLOOR, WING A JERICHO, NY 11753 |
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| /s/ Andrew Levine | 10/26/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On October 26, 2026, Nathan's Famous Inc., a Delaware corporation (the "Company"), consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated January 20, 2026 (the "Merger Agreement"), by and among the Company, Smithfield Foods, Inc., a Virginia corporation ("Parent") and Boardwalk Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Closing"). Upon the Closing, each outstanding share of common stock, par value $0.01 per share, of the Company ("Common Stock") was cancelled and automatically converted into the right to receive $102.00 in cash, without interest and less any applicable withholding tax, under the terms and subject to the conditions set forth in the Merger Agreement. |
| (2) | The Option was cancelled upon the Closing in exchange for the right to receive a cash payment equal to $412,950, representing the difference between the exercise price of the Option and $102.00, multiplied by the aggregate number of shares of Common Stock that were issuable upon exercise of the Option. |
| (3) | Excludes 250,000 shares held by Lorber Alpha II LP, for which the Reporting Person is a co-trustee of the beneficial owner of such entity. The Reporting Person does not have a pecuniary interest in the shares held by Lorber Alpha II LP. |