Amended Statement of Beneficial Ownership (sc 13d/a)
June 04 2019 - 6:13AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
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
Michael E. Brandt
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)
May 31,
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 9
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(1)
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NAMES OF REPORTING PERSONS
Vintage Capital Management, LLC
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
¨
(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 (see instructions)
OO
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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
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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(7)
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SOLE VOTING POWER
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0 shares
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(8)
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SHARED VOTING POWER
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1,500,000 shares
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(9)
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SOLE DISPOSITIVE POWER
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0 shares
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(10)
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SHARED DISPOSITIVE POWER
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1,500,000 shares
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000 shares
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(12)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
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(14)
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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 9
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(1)
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NAMES OF REPORTING PERSONS
Kahn Capital Management, LLC
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
¨
(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 (see instructions)
OO
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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
Delaware
|
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
(7)
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SOLE VOTING POWER
|
|
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0 shares
|
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(8)
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SHARED VOTING POWER
|
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1,500,000 shares
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(9)
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SOLE DISPOSITIVE POWER
|
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0 shares
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(10)
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SHARED DISPOSITIVE POWER
|
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1,500,000 shares
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(11)
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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)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
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(14)
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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 9
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(1)
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NAMES OF REPORTING PERSONS
Brian R. Kahn
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
¨
(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 (see instructions)
OO
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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
United States of America
|
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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(7)
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SOLE VOTING POWER
|
|
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0 shares
|
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(8)
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SHARED VOTING POWER
|
|
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1,500,000 shares
|
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(9)
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SOLE DISPOSITIVE POWER
|
|
|
0 shares
|
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(10)
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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)
¨
|
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(13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.6%
|
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(14)
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TYPE OF REPORTING PERSON (see instructions)
IN
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Explanatory Note
This Amendment No. 1 (this “Amendment”)
amends and supplements the Schedule 13D filed on May 9, 2019 by the Reporting Persons relating to the Common Stock of the Issuer
(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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Initial Statement is amended
and restated to read as follows:
All of the shares of Common Stock to which
this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons.
The aggregate purchase price of the 1,500,000 shares of Common Stock acquired was approximately $45,923,494.29 (including brokerage
commissions and transaction costs).
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Item 5.
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Interest in Securities of the Issuer
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The first three sentences of Item 5(a)
and Item 5(b) of the Initial Statement are amended and restated to read as follows:
(a) The responses of
the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated by reference. As of
4:00 p.m., Eastern time, on June 3, 2019, the Reporting Persons beneficially owned 1,500,000 shares of Common Stock, representing
approximately 11.6% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership
of Common Stock is based on
12,966,146
shares of Common Stock outstanding
as of May 28, 2019, as reported in the Quarterly Report on Form 10-Q of the Issuer filed with the Securities Exchange Commission
on May 30, 2019.
(c) Except
as set forth in Schedule A and since the date of the filing of the initial Statement, none of the Reporting Persons has effected
any transactions in the Common Stock.
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: June 3, 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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Schedule A
Transactions by the Reporting Persons
The following table sets forth
all transactions with respect to the Common Stock effected since May 9, 2019, the date of the filing of the initial Statement
by or on behalf of the Reporting Persons in respect of the Common Stock of the Issuer, inclusive of any
transactions effected through 4:00 p.m., Eastern time, on June 3, 2019. Unless otherwise indicated, all such transactions
were effected in the open market.
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Person Effecting the Transaction
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Transaction Date
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Nature of Transaction
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Number of Securities
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Price Per Share
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Vintage Capital Management, LLC
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05/28/2019
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Purchase of Common Stock
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40,735
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$29.8871
1
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Vintage Capital Management, LLC
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05/29/2019
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Purchase of Common Stock
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22,830
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$29.9331
2
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Vintage Capital Management, LLC
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05/29/2019
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Purchase of Common Stock
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1,435
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$30.7084
3
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Vintage Capital Management, LLC
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05/31/2019
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Purchase of Common Stock
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156,120
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$25.7805
4
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Vintage Capital Management, LLC
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05/31/2019
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Purchase of Common Stock
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150,488
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$26.6829
5
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Vintage Capital Management, LLC
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05/31/2019
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Purchase of Common Stock
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20,392
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$27.3816
6
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1
This transaction
was executed in multiple trades at prices ranging from $29.69 to $30.00. The price reported above reflects the weighted average
purchase price. The Reporting Persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder
of the issuer full information regarding the number of shares and prices at which the transaction was effected.
2
This transaction
was executed in multiple trades at prices ranging from $29.63 to $30.58. The price reported above reflects the weighted average
purchase price. The Reporting Persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder
of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3
This transaction
was executed in multiple trades at prices ranging from $30.65 to $30.73. The price reported above reflects the weighted average
purchase price. The Reporting Persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder
of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4
This transaction
was executed in multiple trades at prices ranging from $25.25 to $26.21. The price reported above reflects the weighted average
purchase price. The Reporting Persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder
of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5
This transaction
was executed in multiple trades at prices ranging from $26.25 to $27.24. The price reported above reflects the weighted average
purchase price. The Reporting Persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder
of the issuer full information regarding the number of shares and prices at which the transaction was effected.
6
This transaction
was executed in multiple trades at prices ranging from $27.25 to $27.74. The price reported above reflects the weighted average
purchase price. The Reporting Persons hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder
of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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