Statement of Changes in Beneficial Ownership (4)
March 02 2020 - 6:07PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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ORAN STUART I |
2. Issuer Name and Ticker or Trading Symbol
RED ROBIN GOURMET BURGERS INC
[
RRGB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
6312 S. FIDDLER'S GREEN CIRCLE, SUITE 200N |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/28/2020 |
(Street)
GREENWOOD VILLAGE, CO 80111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/28/2020 | | M | | 5000 | A | $21.61 | 16416 | D | |
Common Stock | 2/28/2020 | | S | | 5000 | D | $27.707 (1) | 11416 (2) | D | |
Common Stock | | | | | | | | 1000 | I | See Footnote (3) |
Common Stock | | | | | | | | 1000 | I | See Footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Employee Stock Option (Right to Buy) | $21.61 | 2/28/2020 | | M | | | 5000 | (5) | 3/3/2020 | Common Stock | 5000 | $0 | 0 | D | |
Explanation of Responses: |
(1) | The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $27.66 to $27.76, 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 within the range set forth in this footnote. |
(2) | Includes 3,562 restricted stock units subject to vesting and forfeiture restrictions. |
(3) | The shares are held indirectly by the reporting person as co-trustee of a trust, the beneficiary of which is Olivia Oran. |
(4) | The shares are held indirectly by the reporting person as co-trustee of a trust, the beneficiary of which is Gregory Oran. |
(5) | The option is fully vested and was set to expire 3/3/2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ORAN STUART I 6312 S. FIDDLER'S GREEN CIRCLE SUITE 200N GREENWOOD VILLAGE, CO 80111 | X |
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Signatures
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/s/ Michael L. Kaplan, Attorney-in-Fact | | 3/2/2020 |
**Signature of Reporting Person | Date |
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