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
Expires: February 28, 2011
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MULLEN DENNIS B 		2. Issuer Name and Ticker or Trading Symbol

RED ROBIN GOURMET BURGERS INC [ RRGB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

6312 S. FIDDLER'S GREEN CIRCLE, SUITE 200N 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/11/2009
(Street)

GREENWOOD VILLAGE, CO 80111
(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

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
Employee Stock Option (Right to Buy)   $55.16   2/11/2009     D        5000      (1) 6/2/2015   Common Stock   5000   $5950   (2) 205000   D    
Employee Stock Option (Right to Buy)   $45.79   2/11/2009     D        100000      (3) 8/25/2015   Common Stock   100000   $154000   (4) 105000   D    
Employee Stock Option (Right to Buy)   $41.45   2/11/2009     D        30000      (5) 2/22/2016   Common Stock   30000   $60600   (6) 75000   D    
Employee Stock Option (Right to Buy)   $39.01   2/11/2009     D        50000      (7) 2/27/2017   Common Stock   50000   $119500   (8) 25000   D    
Employee Stock Option (Right to Buy)   $35.89   2/11/2009     D        25000      (9) 2/26/2018   Common Stock   25000   $72500   (10) 0   D    

Explanation of Responses:
( 1)  These options vested and became fully exercisable in equal monthly installments over the 12-month period following the date of grant. As of February 11, 2009, 5,000 shares of common stock underlying the option had vested.
( 2)  On February 11, 2009, the issuer cancelled the reporting person's options that were tendered for cash in the aggregate amount of $412,550.00 (less tax withholdings). Such cancellation was made pursuant to the issuer's tender offer statement filed on Schedule TO (the "Schedule TO") dated January 14, 2009, as filed with the Securities and Exchange Commission (the "SEC") on January 14, 2009, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on January 27, 2009.
( 3)  The option vested as to the 1/24th of the total number of shares of common stock underlying the option on September 25, 2005. The remaining number of shares vested in 23 substantially equal monthly installments beginning on October 25, 2005. As of February 11, 2009, 100,000 shares of common stock underlying the option had vested.
( 4)  See Footnote No. 2 of this Form 4.
( 5)  25% of the option vested as of February 22, 2007, and thereafter 75% of the option vested in 36 substantially equal monthly installments, with the first installment vesting on the same day of the month following the month in which the first anniversary of the award date occurred and an additional installment vesting on the same day of each of the 35 months thereafter. As of February 11, 2009, 21,875 shares of common stock underlying the option had vested.
( 6)  See Footnote No. 2 of this Form 4.
( 7)  25% of the option vested as of February 27, 2008, and thereafter 75% of the option vested in 36 substantially equal monthly installments, with the first installment vesting on the same day of the month following the month in which the first anniversary of the award date occurred and an additional installment vesting on the same day of each of the 35 months thereafter. As of February 11, 2009, 23,958 shares of common stock underlying the option had vested.
( 8)  See Footnote No. 2 of this Form 4.
( 9)  25% of the option would have vested on February 26, 2009, and thereafter 75% of the option would have vested in 36 substantially equal monthly installments.
( 10)  See Footnote No. 2 of this Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MULLEN DENNIS B
6312 S. FIDDLER'S GREEN CIRCLE
SUITE 200N
GREENWOOD VILLAGE, CO 80111 		X
Chief Executive Officer

Signatures
Attorney-in-Fact Annita M. Menogan 2/13/2009
** 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 4(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.
Red Robin Gourmet Burgers (NASDAQ:RRGB)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Red Robin Gourmet Burgers Charts.
Red Robin Gourmet Burgers (NASDAQ:RRGB)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Red Robin Gourmet Burgers Charts.