------------------------------ ---------------------
CUSIP NO. 75689M101 SCHEDULE 13D PAGE 7 OF 9 PAGES
------------------------------ ---------------------
The Schedule 13D filed on December 22, 2009 (the "Schedule 13D"), as
amended by Amendment No. 1 dated January 8, 2010 (the "First Amendment"),
Amendment No. 2 dated February 16, 2010 (the "Second Amendment"), Amendment No.
3 dated March 4, 2010 (the "Third Amendment") and Amendment No. 4, dated March
23, 2010 (the "Fourth Amendment"), by the Clinton Group, Inc., a Delaware
corporation ("CGI"), Clinton Magnolia Master Fund, Ltd., a Cayman Islands
exempted company ("CMAG"), George Hall (CGI, CMAG and George Hall, collectively
"Clinton"), Spotlight Advisors, LLC, a Delaware Limited Liability Company
("SAL"), and Gregory Taxin (SAL and Gregory Taxin, collectively "Spotlight," and
collectively with Clinton, the "Reporting Persons") relating to the shares of
Common Stock, $0.001 par value per share (the "Shares"), of Red Robin Gourmet
Burgers, Inc., a Delaware corporation (the "Issuer"), is hereby amended as set
forth below by this Amendment No. 5 to the Schedule 13D (the "Amendment"). This
Amendment constitutes an "exit" filing with respect to the Schedule 13D by the
Reporting Persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is being amended and restated in its entirety to
include the following:
(a) The aggregate percentage of Shares beneficially owned by the
Reporting Persons is based upon 15,615,095 Shares outstanding, which is the
total number of Shares outstanding as of March 31, 2010 as reported in the
Issuer's Preliminary Proxy Statement filed with the Securities and Exchange
Commission on April 6, 2010.
As of the close of business on April 16, 2010, Clinton may be deemed
the beneficial owners of an aggregate of 530,486 Shares constituting
approximately 3.4% of the Shares outstanding. Spotlight may be deemed to
beneficially own 3,000 shares, constituting less that 0.1% of the Shares
outstanding.
By virtue of the Letter Agreement, filed as Exhibit 1 to the Schedule
13D and incorporated here by reference, the Reporting Persons may be deemed to
have formed a "group" within the meaning of Section 13(d)(3) of the Securities
Act of 1934 and may be deemed to beneficially own 533,486 Shares, constituting
approximately 3.4% of the Shares outstanding. However, (i) Clinton expressly
disclaims beneficial ownership of the Shares beneficially owned by Spotlight and
(ii) Spotlight expressly disclaims beneficial ownership of the Shares
beneficially owned by Clinton.
(b) By virtue of investment management agreements with CMAG, CGI has
the power to vote or direct the voting, and to dispose or direct the
disposition, of all of the 530,486 Shares beneficially owned by CMAG. By virtue
of his direct and indirect control of CGI, George Hall is deemed to have shared
voting power and shared dispositive power with respect to all Shares as to which
CGI has voting power or dispositive power.
By virtue of his direct control as managing member of SAL, Gregory
Taxin is deemed to have shared voting power and shared dispositive power with
respect to all Shares as to which SAL has voting power or dispositive power.
(c) Information concerning transactions in the Shares effected by the
Reporting Persons since the filing of the Fourth Amendment is set forth in
Schedule B hereto and is incorporated herein by reference. Unless otherwise
indicated, all of such transactions were effected in the open market.
(d) No person (other than the Reporting Persons) is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) April 16, 2010.
|