UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Red Robin Gourmet Burgers, Inc.
(Name
of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
75689M101
(CUSIP Number)
ERIC SINGER
VIEX
Capital Advisors, LLC
745 Boylston Street, 3rd Floor
Boston, Massachusetts 02116
STEVE WOLOSKY, ESQ.
ELIZABETH GONZALEZ-SUSSMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 11, 2020
(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 that 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.
1
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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1
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NAME OF REPORTING PERSON
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VIEX Opportunities Fund, LP – Series One*
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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77,355
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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77,355
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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77,355
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities Fund II, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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133,074*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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133,074*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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133,074*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.0%
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14
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TYPE OF REPORTING PERSON
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PN
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* Includes 12,000 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities Fund III, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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425,133*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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425,133*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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425,133*
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.3%
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14
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TYPE OF REPORTING PERSON
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PN
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* Includes 292,300 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
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1
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NAME OF REPORTING PERSON
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VIEX GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
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|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
77,355
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
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|
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|
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|
- 0 -
|
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|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
77,355
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
77,355
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
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|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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|
OO
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1
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NAME OF REPORTING PERSON
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VIEX Special Opportunities GP II, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
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(b) ☐
|
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3
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SEC USE ONLY
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4
|
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SOURCE OF FUNDS
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AF
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|
5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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|
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|
6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
|
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|
|
DELAWARE
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
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|
|
- 0 -
|
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OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
133,074*
|
|
PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
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|
|
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- 0 -
|
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|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
133,074*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
133,074*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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|
|
|
|
|
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|
|
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|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
1.0%
|
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|
14
|
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TYPE OF REPORTING PERSON
|
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|
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|
OO
|
|
* Includes 12,000 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
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1
|
|
NAME OF REPORTING PERSON
|
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VIEX Special Opportunities GP III, LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
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|
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3
|
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SEC USE ONLY
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|
4
|
|
SOURCE OF FUNDS
|
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|
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|
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|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
425,133*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
425,133*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
425,133*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
3.3%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
* Includes 292,300 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
VIEX Capital Advisors, LLC
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
635,562*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
635,562*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
635,562*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
* Includes 304,300 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Eric Singer
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
AF
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
635,562*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
635,562*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
635,562*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
4.9%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
* Includes 304,300 shares of Common Stock underlying call options
currently exercisable as further described in Item 6.
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the
Schedule 13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 77,355 Shares beneficially owned by Series One is approximately $2,500,781,
including brokerage commissions.
The Shares purchased
by VSO II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 121,074 Shares beneficially owned by VSO II is approximately $3,877,695,
including brokerage commissions. The aggregate purchase price of the 12,000 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO II is approximately $13,890, including brokerage commissions.
The Shares purchased
by VSO III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 132,833 Shares beneficially owned by VSO III is approximately $3,981,661,
including brokerage commissions. The aggregate purchase price of the 292,300 Shares underlying certain call options which are currently
exercisable and may be deemed to be beneficially owned by VSO III is approximately $2,946,268, including brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) and
(e) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 12,915,148 Shares outstanding, which is the total number of Shares
outstanding as of February 25, 2020 as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on February 25, 2020.
|
(a)
|
As of the close of business on March 13, 2020, Series One beneficially owned 77,355 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 77,355
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 77,355
|
|
(c)
|
The transactions in the securities of the Issuer by Series One since the filing of Amendment No.
1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 13, 2020, VSO II beneficially owned 133,074 Shares, including
12,000 Shares underlying call options currently exercisable.
|
Percentage: Approximately
1.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 133,074
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 133,074
|
|
(c)
|
The transactions in the securities of the Issuer by VSO II since the filing of Amendment No. 1
to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 13, 2020, VSO III beneficially owned 425,133 Shares, including
292,300 Shares underlying call options currently exercisable.
|
Percentage: Approximately
3.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 425,133
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 425,133
|
|
(c)
|
The transactions in the securities of the Issuer by VSO III since the filing of Amendment No. 1
to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 77,355
Shares beneficially owned by Series One.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 77,355
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 77,355
|
|
(c)
|
VIEX GP has not entered into any transactions in the securities of the Issuer since the filing
of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of Series One since the filing
of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and incorporated herein by reference.
|
|
(a)
|
VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 133,074
Shares beneficially owned by VSO II, including 12,000 Shares underlying call options currently exercisable.
|
Percentage: Approximately
1.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 133,074
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 133,074
|
|
(c)
|
VSO GP II has not entered into any transactions in the securities of the Issuer since the filing
of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer by VSO II since the filing of Amendment
No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 425,133
Shares beneficially owned by VSO III, including 292,300 Shares underlying call options currently exercisable.
|
Percentage: Approximately
3.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 425,133
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 425,133
|
|
(c)
|
VSO GP III has not entered into any transactions in the securities of the Issuer since the filing
of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of VSO III since the filing
of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
VIEX Capital, as the investment manager to Series One, VSO II and VSO III, may be deemed the beneficial
owner of the (i) 77,355 Shares beneficially owned by Series One, (ii) 133,074 Shares beneficially owned by VSO II, including 12,000
Shares underlying call options currently exercisable and (iii) 425,133 Shares beneficially owned by VSO III, including 292,300
Shares underlying call options currently exercisable.
|
Percentage: Approximately
4.9%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 635,562
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 635,562
|
|
(c)
|
VIEX Capital has not entered into any transactions in the securities of the Issuer since the filing
of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Series One, VSO II
and VSO III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by
reference.
|
|
(a)
|
Mr. Singer, as the managing member of each of VIEX GP, VSO GP II, VSO GP III and VIEX Capital,
may be deemed the beneficial owner of the (i) 77,355 Shares beneficially owned by Series One, (ii) 133,074 Shares beneficially
owned by VSO II, including 12,000 Shares underlying call options currently exercisable and (iii) 425,133 Shares beneficially owned
by VSO III, including 292,300 Shares underlying call options currently exercisable.
|
Percentage: Approximately
4.9%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 635,562
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 635,562
|
|
(c)
|
Mr. Singer has not entered into any transactions in the securities of the Issuer since the
filing of Amendment No. 1 to the Schedule 13D. The transactions in the securities of the Issuer on behalf of each of Series
One, VSO II and VSO III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are
incorporated herein by reference.
|
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the
Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly
own.
(e) As
of March 12, 2020, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 13, 2020
|
VIEX Opportunities Fund, LP – Series One
|
|
|
|
|
By:
|
VIEX GP, LLC
General Partner
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX GP, LLC
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities Fund II, LP
|
|
|
|
|
By:
|
VIEX Special Opportunities GP II, LLC
General Partner
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP II, LLC
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities Fund III, LP
|
|
|
|
|
By:
|
VIEX Special Opportunities GP III, LLC
General Partner
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Special Opportunities GP III, LLC
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
VIEX Capital Advisors, LLC
|
|
|
|
|
By:
|
/s/ Eric Singer
|
|
|
Name:
|
Eric Singer
|
|
|
Title:
|
Managing Member
|
|
/s/ Eric Singer
|
|
Eric Singer
|
SCHEDULE A
Transactions in the Securities
of the Issuer Since the Filing of
Amendment No. 1 to the Schedule 13D
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Security($)
|
Date of
Purchase / Sale
|
VIEX
Opportunities Fund, LP - Series One
Sale of Common Stock
|
(854)
|
37.1250
|
02/20/2020
|
Sale of Common Stock
|
(1,342)
|
37.0701
|
02/20/2020
|
Sale of Common Stock
|
(3,045)
|
14.2377
|
03/10/2020
|
Sale of Common Stock
|
(2,034)
|
12.1000
|
03/11/2020
|
Sale of Common Stock
|
(16,754)
|
11.4500
|
03/11/2020
|
VIEX
special opportunities fund ii, LP
Purchase of June 2020 Call Option ($25.00 Strike Price)*
|
30,200
|
10.3000
|
01/21/2020
|
Purchase of June 2020 Call Option ($25.00 Strike Price)*
|
28,700
|
10.2000
|
01/22/2020
|
Purchase of June 2020 Call Option ($25.00 Strike Price)*
|
31,200
|
10.3000
|
01/27/2020
|
Sale of June 2020 Call Option ($25.00 Strike Price)*
|
(65,000)
|
11.6308
|
02/12/2020
|
Sale of June 2020 Call Option ($25.00 Strike Price)*
|
(10,000)
|
11.6640
|
02/13/2020
|
Sale of June 2020 Call Option ($25.00 Strike Price)*
|
(15,100)
|
11.8355
|
02/19/2020
|
Sale of Common Stock
|
(4,800)
|
37.1250
|
02/20/2020
|
Sale of Common Stock
|
(7,537)
|
37.0701
|
02/20/2020
|
Sale of Common Stock
|
(21,955)
|
14.2377
|
03/10/2020
|
Sale of Common Stock
|
(11,322)
|
12.1000
|
03/11/2020
|
Sale of Common Stock
|
(93,246)
|
11.4500
|
03/11/2020
|
Sale of Common Stock
|
(109,440)
|
9.3709
|
03/12/2020
|
Sale of Common Stock
|
(200,000)
|
9.8000
|
03/12/2020
|
VIEX
special opportunities fund iiI, LP
Sale of Common Stock
|
(1,835)
|
37.1250
|
02/20/2020
|
Purchase of Common Stock
|
25,000
|
31.8000
|
02/25/2020
|
Purchase of Common Stock
|
25,000
|
27.8500
|
03/10/2020
|
___________________________
* Represents Shares underlying American-style
call options purchased and sold in the over-the-counter market. These call options expire on June 19, 2020.
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