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 ^*

Van Heel John W

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

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

__X__ 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)
11/17/2015

(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								127,034	D
Common Stock	11/17/2015		J		13,683 ⁽¹⁾	D	$ 73.56	113,351	D
Common Stock	11/17/2015		M		11,250	A	$ 16.3	124,601	D
Common Stock	11/17/2015		M		22,500	A	$ 15.27	147,101	D
Common Stock	11/17/2015		M		18,000	A	$ 26.64	165,101	D
Common Stock	11/17/2015		S		5,400	D	$ 73.67 ⁽²⁾ ⁽³⁾	159,701	D
Common Stock	11/18/2015		S		22,698	D	$ 73.51 ⁽²⁾ ⁽⁴⁾	137,003	D
Common Stock	11/19/2015		S		6,902	D	$ 73.2 ⁽²⁾ ⁽⁵⁾	130,101	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)

$ 16.3

11/17/2015

2,812

05/18/2007

05/17/2016

Common Stock

2,812

$ 16.3

8,438

Options (Right to buy)

$ 16.3

11/17/2015

2,813

05/18/2008

05/17/2016

Common Stock

2,813

$ 16.3

5,625

Options (Right to buy)

$ 16.3

11/17/2015

2,812

05/18/2009

05/17/2016

Common Stock

2,812

$ 16.3

2,813

Options (Right to buy)

$ 16.3

11/17/2015

2,813

05/18/2010

05/17/2016

Common Stock

2,813

$ 16.3

Options (Right to buy)

$ 15.27

11/17/2015

5,625

10/09/2007

10/08/2016

Common Stock

5,625

$ 15.27

16,875

Options (Right to buy)

$ 15.27

11/17/2015

5,625

10/09/2008

10/08/2016

Common Stock

5,625

$ 15.27

11,250

Options (Right to buy)

$ 15.27

11/17/2015

5,625

10/09/2009

10/08/2016

Common Stock

5,625

$ 15.27

5,625

Options (Right to buy)

$ 15.27

11/17/2015

5,625

10/09/2010

10/08/2016

Common Stock

5,625

$ 15.27

Options (Right to buy)

$ 26.64

11/17/2015

4,500

08/10/2011

08/09/2016

Common Stock

4,500

$ 26.64

13,500

Options (Right to buy)

$ 26.64

11/17/2015

4,500

08/10/2012

08/09/2016

Common Stock

4,500

$ 26.64

9,000

Options (Right to buy)

$ 26.64

11/17/2015

4,500

08/10/2013

08/09/2016

Common Stock

4,500

$ 26.64

4,500

Options (Right to buy)

$ 26.64

11/17/2015

4,500

08/10/2014

08/09/2016

Common Stock

4,500

$ 26.64

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Van Heel John W 200 HOLLEDER PARKWAY ROCHESTER, NY 14615	X		Chief Executive Officer

Signatures

/s/ John W. Van Heel		11/19/2015
^**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 delivered these shares to the Issuer in order to pay for the exercise of 51,750 non-qualified stock options reported on Tables I and II that expire within the next 12 months. The shares were valued at the closing price for the Issuer's stock on November 17, 2015, the date on which the reporting person delivered these shares and exercised the options.
(2)	The reporting person sold stock on November 17, 18 and 19, 2015, to pay taxes related to the exercise of options during the month. The reporting person's holdings of the Issuer's stock increased by 3,067 shares as a result of the stock option exercise and related sales reported on this form and increased by an aggregate of 22,671 shares as a result of all November activity.
(3)	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.50 to $73.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price for the transactions being reported on this Form 4.
(4)	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.50 to $73.67, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price for the transactions being reported on this Form 4.
(5)	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.20 to $73.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price for the transactions being reported on this Form 4.

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