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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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 | ||||||||
| Director Stock Option (Right to Buy) | $ 2 | 06/30/2006 | D | 200,000 | (3) | 08/05/2006 | Common Stock | 200,000 | $ 4.4 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 2 | 06/30/2006 | D | 200,000 | (3) | 08/05/2006 | Common Stock | 200,000 | $ 4.4 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 4.16 | 06/30/2006 | D | 5,000 | (3) | 07/23/2012 | Common Stock | 5,000 | $ 2.24 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 2.17 | 06/30/2006 | D | 5,000 | (3) | 06/17/2013 | Common Stock | 5,000 | $ 4.23 | 0 | D | ||||
| Director Stock Option (Right to Buy) | $ 5.32 | 06/30/2006 | D | 5,000 | (3) | 11/22/2015 | Common Stock | 5,000 | $ 1.08 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ANTIOCO JOHN F 1201 ELM STREET MAIL CODE D04, 32ND FLOOR DALLAS, TX 75270 |
X | X | ||
| Michael J. Herron, as attorney-in-fact | 06/30/2006 | |
| **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) | The shares are held by Antioco Limited Partnership (the "Partnership"). The reporting person is the sole managing member of The Antioco LLC (the "LLC"), which is the sole general partner of the Partnership. A trust for the benefit of descendants of the reporting person and his former spouse is the sole limited partner of the Partnership. As managing member of the LLC, the reporting person has sole power to vote or dispose of shares held by the Partnership and the LLC and therefore may be deemed to be the beneficial owner of shares held by the Partnership and the LLC. The reporting person disclaims beneficial ownership of shares held by the Partnership and the LLC except to the extent that his individual interest in such shares arises from his interest in the Partnership and the LLC, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| (2) | The shares are held by the LLC. The reporting person is the sole managing member of the LLC. During calendar year 2005, the Partnership distributed a total of 3,902 shares, of which 2,704 were distributed to the LLC. |
| (3) | This option was cancelled in connection with the merger (the "Merger") of Main Street Acquisition Corporation with and into Main Street Restaurant Group, Inc. (the "Company") in exchange for a cash payment per share, whether vested or unvested, representing the difference between the exercise price of the option and the tender offer price of $6.40, as set forth in the Agreement and Plan of Merger dated as of May 19, 2006 (the "Merger Agreement") by and among the Company, Main Street Acquisition Corporation, and Briad Main Street, Inc. |