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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 | ||||||||
| Performance Share Units | (2) | 02/14/2018 | A | 15,907 | (2) | (2) | Common Stock | 15,907 | $ 0 | 15,907 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Van Pelt Jill A DENNY'S CORPORATION 203 EAST MAIN STREET SPARTANBURG, SC 29319 |
Sr. V.P., Chief People Officer | |||
| J. Scott Melton, Attorney-in-Fact | 02/20/2018 | |
| **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) | Reflects the payout of performance shares earned under the Denny's 2015 Long-Term Incentive Program. |
| (2) | Performance Share Units, which were granted under the Denny's Corporation 2012 Omnibus Incentive Plan, having vested on 12/27/17, were deferred pursuant to the Denny's, Inc. Deferred Compensation Plan as of the transaction date and are payable on a "1-for-1" basis in common stock of the Issuer upon the reporting person's termination of service as an employee of Denny's, Inc. pursuant to his/her deferral election. |
| Remarks: This amendment to Form 4 is being filed to correct number of shares reported as the portion of the payout of performance shares earned by the reporting person under the Denny's 2015 Long-Term Incentive Program the receipt of which was not deferred by the reporting person. The original Form 4 showed 10,568 shares as paid out but not deferred, which inadvertently reflected the reduction of the non-deferred number of earned shares (15,907) by the number of shares withheld for the payment (5,339); such withheld shares were already reported on the second line of Table I. As now reported, the first line of Table I shows the total number of shares earned but not deferred. Table II reflects the number of performance shares paid out as earned by the reporting person, the receipt of which was deferred. | |