Amended Statement of Beneficial Ownership (sc 13d/a)
July 18 2019 - 4:15PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 4)*
Red
Robin Gourmet
Burgers, Inc.
(Name of Issuer)
Common
Stock, par value
$0.001 per share
(Title of Class of Securities)
75689M101
(CUSIP Number)
Vintage Capital Management, LLC
4705 S. Apopka Vineland Road, Suite 206
Orlando, FL 32819
(407) 909-8015
With a copy to:
Russell L. Leaf
Jared N. Fertman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
July 18,
2019
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
¨
Note
. Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however,
see
the Notes).
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CUSIP No. 75689M101
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13D
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Page 2 of 6
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(1) NAMES OF REPORTING PERSONS
Vintage Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
¨
(b)
¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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1,500,000 shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
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(10) SHARED DISPOSITIVE POWER
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1,500,000 shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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(14) TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 75689M101
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13D
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Page 3 of 6
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(1) NAMES OF REPORTING PERSONS
Kahn Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
¨
(b)
¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
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(7) SOLE VOTING POWER
|
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0 shares
|
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(8) SHARED VOTING POWER
|
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1,500,000 shares
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(9) SOLE DISPOSITIVE POWER
|
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0 shares
|
|
(10) SHARED DISPOSITIVE POWER
|
|
1,500,000 shares
|
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 shares
|
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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(14) TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 75689M101
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13D
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Page 4 of 6
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(1) NAMES OF REPORTING PERSONS
Brian R. Kahn
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
¨
(b)
¨
|
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(3) SEC USE ONLY
|
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
|
|
(8) SHARED VOTING POWER
|
|
1,500,000 shares
|
|
(9) SOLE DISPOSITIVE POWER
|
|
0 shares
|
|
(10) SHARED DISPOSITIVE POWER
|
|
1,500,000 shares
|
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 shares
|
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
|
|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
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(14) TYPE OF REPORTING PERSON (see instructions)
IN
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Explanatory Note
This Amendment No. 4 (this “Amendment”)
amends and supplements the Schedule 13D filed on May 9, 2019, as amended, by the Reporting Persons relating to the Common Stock
of the Issuer (as so amended, the “Initial Statement”). Information reported in the Initial Statement remains in effect
except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used
but not defined in this Amendment have the respective meanings set forth in the Initial Statement. All references in the Initial
Statement and this Amendment to the “Statement” will be deemed to refer to the Initial Statement as amended and supplemented
by this Amendment.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is hereby amended
and supplemented to include the following:
On July 18,
2019, Vintage Capital sent a letter (the “July 18 Board Letter”) to the Board proposing to acquire the Issuer in
a merger transaction at a price of $40.00 per share of Common Stock. Vintage Capital hopes to continue to engage
constructively with the Issuer regarding this proposal. However, should the Issuer fail to meaningfully engage on this
proposal or with respect to Vintage Capital’s request that the Issuer explore an auction process in which Vintage
Capital can participate, Vintage Capital remains willing to pursue its prior request to convene a special meeting of
stockholders of the Issuer.
The foregoing summary
of the July 18 Board Letter is qualified in its entirety by the full text of the July 18 Board Letter, which is filed as Exhibit
4 to this Schedule 13D and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of this Schedule 13D is hereby amended
and supplemented to add the following exhibits:
Exhibit 4. Letter to the Board of Directors
of Red Robin Gourmet Burgers, Inc., dated July 18, 2019.
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 18, 2019
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VINTAGE CAPITAL MANAGEMENT, LLC
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By:
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/s/ Brian R. Kahn
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Name: Brian R. Kahn
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Title: Manager
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KAHN CAPITAL MANAGEMENT, LLC
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By:
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/s/ Brian R. Kahn
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Name: Brian R. Kahn
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Title: Manager
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/s/ Brian R. Kahn
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Brian R. Kahn
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