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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Chipman Kristy 2. Issuer Name and Ticker or Trading Symbol Ruths Hospitality Group, Inc. [ RUTH ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)         (First)         (Middle)
1030 W. CANTON AVE. STE 100
3. Date of Earliest Transaction (MM/DD/YYYY)
11/30/2020
(Street)
WINTER PARK, FL 32789
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  11/30/2020    A    27039  A $0.00 (1) 27039  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Market Stock Units   (2) 11/30/2020    A     22818 (2)      (2)  (2) Common Stock  22818  $0.00  22818  D   

Explanation of Responses:
(1)  Consists of shares of restricted stock, granted pursuant to the Company's 2018 Omnibus Incentive Plan, 50% of which vest on November 30, 2023 and 50% of which vest on November 30, 2024.
(2)  Consists of 22,818 market stock units (MSUs), granted pursuant to the Company's 2018 Omnibus Incentive Plan, each representing the right to receive one share of the Company's common stock (or cash equivalent value in the Company's discretion). The number of MSUs reported assumes target performance. The actual number of MSUs that may be earned range from 0 shares to 34,227 based on the average of the closing price of the Company's common stock for the 10 consecutive trading days ending on the date of grant (referred to as Starting Average Closing Price) as compared to the average closing share price of the Company's common stock for the 10 consecutive trading days ending on November 30, 2023 (referred to as Ending Average Closing Price). The earned MSUs vest 50% on November 30, 2023 and 50% on November 30, 2024.

Remarks:
EVP, CHIEF FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Chipman Kristy
1030 W. CANTON AVE. STE 100
WINTER PARK, FL 32789


See Remarks

Signatures
/s/ Marcy Norwood Lynch, under Power of Attorney 12/2/2020
**Signature of Reporting Person Date