RRGB Red Robin Gourmet Burgers Inc

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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * MUHTAR JONATHAN A.	2. Issuer Name and Ticker or Trading Symbol RED ROBIN GOURMET BURGERS INC [ RRGB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Concept Officer
(Last)          (First)          (Middle) 6312 S. FIDDLER'S GREEN CIRCLE, SUITE 200N	3. Date of Earliest Transaction (MM/DD/YYYY) 2/5/2020
(Street) GREENWOOD VILLAGE, CO 80111 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	2/5/2020		A		174 (1)	A	$0	15001	D
Common Stock	2/5/2020		A		608 (2)	A	$0	15609 (3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	On March 15, 2018, the reporting person received a grant of performance share units (PSUs) representing 3,885 shares of the issuer's common stock (at target). The PSUs cliff vest at the end of a three year performance cycle, generally subject to the reporting person's continued employment through the applicable vesting date, with the number of PSUs earned and issued determined based on achievement of performance objectives approved by the issuer's compensation committee for each year in the performance cycle. On February 5, 2020, the compensation committee determined that the objectives for the second tranche (2019) were achieved at a level resulting in 174 shares being earned by the reporting person. The shares issued will not vest until the end of the three year performance cycle on December 27, 2020.
(2)	On March 19, 2019, the reporting person received a grant of performance share units (PSUs) representing 13,559 shares of the issuer's common stock (at target). The PSUs cliff vest at the end of a three year performance cycle, generally subject to the reporting person's continued employment through the applicable vesting date, with the number of PSUs earned and issued determined based on achievement of performance objectives approved by the issuer's compensation committee for each year in the performance cycle. On February 5, 2020, the compensation committee determined that the objectives for the first tranche (2019) were achieved at a level resulting in 608 shares being earned by the reporting person. The shares issued will not vest until the end of the three year performance cycle on December 26, 2021.
(3)	Includes 9,661 restricted stock units subject to vesting and forfeiture restrictions.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MUHTAR JONATHAN A. 6312 S. FIDDLER'S GREEN CIRCLE SUITE 200N GREENWOOD VILLAGE, CO 80111			Chief Concept Officer

Signatures
/s/ Michael L. Kaplan, Attorney-in-Fact		2/6/2020
**Signature of Reporting Person		Date