Statement of Changes in Beneficial Ownership (4)
March 27 2020 - 6:28PM
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
*
MUHTAR JONATHAN A. |
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)
_____ 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)
3/25/2020 |
(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 | 3/25/2020 | | A | | 12792 (1) | A | $0 | 29447 (2) | D | |
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) | $12.61 | 3/25/2020 | | A | | 25696 | | (3) | 3/25/2030 | Common Stock | 25696 | $0 | 25696 | D | |
Explanation of Responses: |
(1) | Represents a grant of time-based stock units under the issuer's 2017 Performance Incentive Plan, as amended. Each time-based stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One-third of the units are scheduled to vest on each of the first, second, and third anniversaries of the date of grant. The closing price on the date of grant, March 25, 2020, was $12.61. |
(2) | Includes 20,670 shares subject to vesting and forfeiture restrictions. |
(3) | One-third of the options are scheduled to vest on each of the first, second, and third anniversaries of the date of grant. |
Reporting Owners
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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 |
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| Chief Concept Officer |
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Signatures
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/s/ Michael L. Kaplan, Attorney-in-Fact | | 3/27/2020 |
**Signature of Reporting Person | Date |
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