Edgar Filing: MONRO MUFFLER BRAKE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

D AMICO CATHERINE

2. Issuer Name and Ticker or Trading Symbol
MONRO MUFFLER BRAKE INC [MNRO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

200 HOLLEDER PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2016

(Street)

ROCHESTER,, NY 14615

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
HOLDINGS								189,523	D
Common Stock	11/16/2016		F		11,160 ⁽¹⁾	D	$ 58.05	178,363	D
Common Stock	11/16/2016		M		11,250	A	$ 15.39	189,613	D
Common Stock	11/16/2016		M		9,000	A	$ 18.05	198,613	D
Common Stock	11/16/2016		M		8,000	A	$ 39.03	206,613	D
Common Stock	11/16/2016		F		8,813 ⁽²⁾	D	$ 58.05	197,800 ⁽³⁾	D
Common Stock	11/16/2016		S		600	D	$ 58.5	197,200	D
Common Stock	11/17/2016		G		1,750	D	$ 57.95	195,450	D
Common Stock	11/18/2016		S		8,450	D	$ 58	187,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (Right to buy)

$ 15.39

11/16/2016

2,812

05/17/2008

05/16/2017

Common Stock

2,812

$ 0

8,438

Options (Right to buy)

$ 15.39

11/16/2016

2,813

05/17/2009

05/16/2017

Common Stock

2,813

$ 0

5,625

Options (Right to buy)

$ 15.39

11/16/2016

2,812

05/17/2010

05/16/2017

Common Stock

2,812

$ 0

2,813

Options (Right to buy)

$ 15.39

11/16/2016

2,813

05/17/2011

05/16/2017

Common Stock

2,813

$ 0

Options (Right to buy)

$ 18.05

11/16/2016

2,250

05/20/2010

05/19/2019

Common Stock

2,250

$ 0

6,750

Options (Right to buy)

$ 18.05

11/16/2016

2,250

05/20/2011

05/19/2019

Common Stock

2,250

$ 0

4,500

Options (Right to buy)

$ 18.05

11/16/2016

2,250

05/20/2012

05/19/2019

Common Stock

2,250

$ 0

2,250

Options (Right to buy)

$ 18.05

11/16/2016

2,250

05/20/2013

05/19/2019

Common Stock

2,250

$ 0

Options (Right to buy)

$ 39.03

11/16/2016

2,000

05/15/2013

05/14/2018

Common Stock

2,000

$ 0

6,000

Options (Right to buy)

$ 39.03

11/16/2016

2,000

05/15/2014

05/14/2018

Common Stock

2,000

$ 0

4,000

Options (Right to buy)

$ 39.03

11/16/2016

2,000

05/15/2015

05/14/2018

Common Stock

2,000

$ 0

2,000

Options (Right to buy)

$ 39.03

11/16/2016

2,000

05/15/2016

05/14/2018

Common Stock

2,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
D AMICO CATHERINE 200 HOLLEDER PARKWAY ROCHESTER,, NY 14615			Chief Executive Officer

Signatures

/s/ Catherine D'Amico		11/18/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	As permitted pursuant to the terms of the 1998 Employee Incentive Stock Option Plan and the 2007 Stock Option Plan, the reporting person utilized her ownership of existing shares in order to exercise options to purchase 28,250 non-qualified stock options, which option exercises are being reported on Tables I and II. The shares were valued at the closing price, respectively, for the Issuer's stock on November 16, 2016, the dates on which the reporting person exercised the options.
(2)	As permitted pursuant to the terms of the 1998 Employee Incentive Stock Option Plan and the 2007 Stock Option Plan, the reporting person satisfied any requisite taxes incurred as a result of the option exercises being reported on Tables I and II of this Form 4 by the Issuer withholding shares otherwise deliverable from the exercise of the options.
(3)	The reporting person's holdings of Monro stock increased by 8,277 shares as a result of these transactions, which were completed for purposes of estate and tax planning.

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