FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
                      

1. Name and Address of Reporting Person *

Mirdamadi Susan

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/6/2018 

3. Issuer Name and Ticker or Trading Symbol

Ruths Hospitality Group, Inc. [RUTH]

(Last)        (First)        (Middle)

1030 W CANTON AVE STE 100

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP Chief Services Officer /

(Street)

WINTER PARK, FL        

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   125145   (1) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Represents shares of restricted stock granted pursuant to the Company's 2005 Long-Term Equity Incentive Plan as follows: (i) 1,090 shares which vest on 3/9/2018; (ii) 50,000 shares which vest 25% on each of 6/15/2018, 6/15/2019, 6/15/2020 and 6/15/2021; (iii) 6,254 shares which vest on 3/3/2018; (iv) 1,508 shares which vest on 3/3/2018 and 1,511 shares which vest on 3/3/2019; (v) 5,403 shares which vest on 3/11/2019; (vi) 4,240 shares which vest one-third on each of 3/11/2018, 3/11/2019 and 3/11/2020; and (vii) 15,000 shares which vest 25% on each of 4/25/2020, 4/25/2021, 4/25/2022 and 4/25/2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mirdamadi Susan
1030 W CANTON AVE STE 100
WINTER PARK, FL 


SVP Chief Services Officer

Signatures
/s/ Alice G. Givens, under Power of Attorney 2/15/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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