SECURITIES
AND EXCHANGE COMMISSION
|
|
|
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Washington,
D.C. 20549
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|
_______________
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SCHEDULE
13D
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(Rule
13d-101)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
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|
Under
the Securities Exchange Act of 1934
|
(Amendment
No. 3)*
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|
Red
Robin Gourmet Burgers, Inc.
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(Name
of Issuer)
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|
Common
Stock, Par Value $0.001 Per Share
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(Title
of Class of Securities)
|
|
|
(CUSIP
Number)
|
|
Marc
Weingarten, Esq. and
|
David
E. Rosewater, Esq.
|
Schulte
Roth & Zabel LLP
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919
Third Avenue
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New
York, New York 10022
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|
(Name,
Address and Telephone Number of Person
|
Authorized
to Receive Notices and Communications)
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|
|
(Date
of Event which Requires
|
Filing
of this Schedule)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom
copies are to be sent.
(Continued
on following pages)
(Page 1
of 12 Pages)
--------------------------
* 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).
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
2
of 12
Pages
|
1
|
NAME
OF REPORTING PERSON
CLINTON
GROUP, INC.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
8
|
SHARED
VOTING POWER
1,200,254
(See Item 6)
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
10
|
SHARED
DISPOSITIVE POWER
1,200,254
(See Item 6)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,200,254
(See Item 6)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
7.69%
(See Item 6)
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14
|
TYPE
OF REPORTING PERSON*
IA;
CO
|
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
3
of 12
Pages
|
1
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NAME
OF REPORTING PERSON
CLINTON
MAGNOLIA MASTER FUND, LTD.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
8
|
SHARED
VOTING POWER
1,137,784
(See Item 6)
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
10
|
SHARED
DISPOSITIVE POWER
1,137,784
(See Item 6)
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,137,784
(See Item 6)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
7.29%(See
Item 6)
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
* SEE
INSTRUCTIONS
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
4
of 12
Pages
|
1
|
NAME
OF REPORTING PERSON
CLINTON
SPECIAL OPPORTUNITIES MASTER FUND, LTD.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
8
|
SHARED
VOTING POWER
62,470
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
10
|
SHARED
DISPOSITIVE POWER
62,470
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
62,470
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.40%
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
* SEE
INSTRUCTIONS
CUSIP
No. 75689M101
|
SCHEDULE
13D
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Page
5
of 12
Pages
|
1
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NAME
OF REPORTING PERSON
GEORGE
HALL
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
8
|
SHARED
VOTING POWER
1,200,254
(See Item 6)
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
10
|
SHARED
DISPOSITIVE POWER
1,200,254
(See Item 6)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,200,254
(See Item 6)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
7.69%
(See Item 6)
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
* SEE
INSTRUCTIONS
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
6
of 12
Pages
|
1
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NAME
OF REPORTING PERSON
SPOTLIGHT
ADVISORS, LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
8
|
SHARED
VOTING POWER
3,700
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
10
|
SHARED
DISPOSITIVE POWER
3,700
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,700
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
Less
than 0.1%
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
* SEE
INSTRUCTIONS
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
7
of 12
Pages
|
1
|
NAME
OF REPORTING PERSON
GREGORY
P. TAXIN
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
x
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
8
|
SHARED
VOTING POWER
3,700
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
10
|
SHARED
DISPOSITIVE POWER
3,700
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,700
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
Less
than 0.1%
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
* SEE
INSTRUCTIONS
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
8
of 12
Pages
|
Item
1.
|
SECURITY
AND ISSUER
|
The
Schedule 13D filed on June 10, 2010 (the “Schedule 13D”), as amended by
Amendment No. 1 dated June 24, 2010, as amended by Amendment No. 2 dated July
12, 2010, by the Clinton Group, Inc., a Delaware corporation ("CGI"), Clinton
Magnolia Master Fund, Ltd., a Cayman Islands exempted company ("CMAG"), Clinton
Special Opportunities Master Fund, Ltd. a Cayman Islands exempted company
(“CSO”), George Hall (CGI, CMAG, CSO 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.3 to the Schedule 13D.
Item
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
|
Item 3 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
Funds for
the purchase of the Shares reported herein were derived from available capital
of CMAG, CSO and SAL. A total of approximately $25,172,000 was paid to acquire
such Shares.
Item
5.
|
INTEREST
IN SECURITIES OF THE COMPANY.
|
Item 5 of
the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) The
aggregate percentage of Shares beneficially owned by the Reporting Persons is
based upon 15,602,353 Shares outstanding, which is the total number of Shares
outstanding as of May 18, 2010 as reported in the Issuer's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 21, 2010 for
the period ended April 18, 2010.
As of the
close of business on August 4, 2010, Clinton may be deemed the beneficial owners
of an aggregate of 1,200,254 Shares constituting approximately 7.69% of the
Shares outstanding. Spotlight may be deemed to beneficially own 3,700
shares, constituting less than 0.1% of the Shares outstanding.
By virtue
of the Letter Agreement, 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 1,203,954 Shares, constituting approximately
7.72% 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 and CSO, CGI has the power
to vote or direct the voting, and to dispose or direct the disposition, of all
of the 1,200,254 Shares beneficially owned by CMAG and CSO. By virtue of his
direct and indirect control of CGI and CSO, George Hall is deemed to have shared
voting power and shared dispositive power with respect to all Shares as to which
CGI and CSO 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.
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
9
of 12
Pages
|
(c)
Information concerning transactions in the Shares effected by the Reporting
Persons during the past sixty days 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) Not
applicable.
Item
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
|
Item 6 of
the Schedule 13D is being amended to include the following:
After the
market closed on August 4, 2010, the Reporting Persons and the Issuer reached an
agreement with respect to the appointment of the Additional Director to the
Board of the Issuer. On August 5, 2010, the Reporting Persons and the
Issuer entered into a Letter Agreement (the "Letter Agreement"), whereby the
parties entered into the following agreements and confirmed agreements set
forth in a certain letter agreement dated March 4, 2010 (the "Agreement"): (i)
that Glenn Kaufman shall constitute the Additional Director in accordance with
Section 1(c) of the Agreement and will serve as a Class II director, rather than
a Class III directors and (ii) in the event the Issuer publicly announces either
(x) a definitive agreement with respect to the acquisition or all or greater
than 50% of its outstanding stock or (y) the Board of Directors of the Issuer
(the "Board") determines to engage in a consideration of strategic alternatives,
including the potential sale of the Issuer, then the restrictions set forth in
Sections 9(d) and 9(e) of the Agreement shall not be deemed to apply to any
action taken by the Reporting Persons with a third party to prepare and present
an acquisition proposal to the Board and any filing made by the Reporting
Persons on Schedule 13D that is required with respect to such proposal will not
constitute a violation of Sections 9(d) or 9(e) of the Agreement. In
addition, the Reporting Persons and the Issuer agreed that the parties will
continue to be bound by the term and conditions of the Agreement.
The
foregoing description of the Letter Agreement is a summary only and is qualified
in its entirety by reference to the Letter Agreement, which is attached hereto
as Exhibit 6 and is incorporated herein by reference.
Item
7.
|
MATERIAL
TO BE FILED AS EXHIBITS.
|
Exhibit
6: Letter Agreement, dated August 5, 2010 by and among CGI, Spotlight
and the Issuer.
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
10
of 12
Pages
|
SIGNATURES
After
reasonable inquiry and to the best of his or its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August
5, 2010
|
CLINTON
GROUP, INC.
|
|
|
|
|
By:
|
/s/
Francis Ruchalski
|
|
|
|
Name:
|
Francis
Ruchalski
|
|
|
Title:
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
CLINTON
MAGNOLIA MASTER FUND, LTD.
|
|
|
|
|
By:
|
/s/
Francis Ruchalski
|
|
|
|
Name:
|
Francis
Ruchalski
|
|
|
Title:
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
CLINTON
SPECIAL OPPORTUNITIES MASTER FUND, LTD.
|
|
|
|
|
By:
|
/s/
Francis Ruchalski
|
|
|
|
Name:
|
Francis
Ruchalski
|
|
|
Title:
|
Chief
Financial Officer
|
|
|
|
|
|
|
/s/
George Hall
|
|
|
George
Hall
|
|
|
|
|
|
|
SPOTLIGHT
ADVISORS, LLC
|
|
|
|
|
By:
|
/s/
Gregory P. Taxin
|
|
|
|
Name:
|
Gregory
P. Taxin
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
/s/
Gregory P. Taxin
|
|
|
Gregory
P. Taxin
|
|
|
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
11
of 12
Pages
|
SCHEDULE
B
This
Schedule sets forth information with respect to each purchase and sale of Shares
which were effectuated by a Reporting Person during the past sixty
days. Unless otherwise indicated, all transactions were effectuated
in the open market through a broker.
CLINTON
SPECIAL OPPORTUNITIES MASTER FUND, LTD.
EQUITY
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
|
|
6/9/2010
|
50,000
|
18.15989
|
6/10/2010
|
47,000
|
18.788699
|
7/1/2010
|
18,240
|
17.504672
|
7/16/2010
|
(52,500)
|
20.00
|
OPTIONS
Trade Date
|
Expiration Date
|
Quantity
|
Strike Price ($)
|
|
|
|
|
6/10/2010
|
7/16/2010
|
(55,000)
|
20.00
|
6/15/2010
|
7/16/2010
|
(35,000)
|
20.00
|
6/25/2010
|
7/16/2010
|
5,000
|
20.00
|
6/29/2010
|
7/16/2010
|
11,300
|
20.00
|
7/1/2010
|
7/16/2010
|
1,200
|
20.00
|
7/2/2010
|
7/16/2010
|
10,000
|
20.00
|
7/12/2010
|
7/16/2010
|
10,000
|
20.00
|
7/20/2010
|
8/20/2010
|
(25,000)
|
20.00
|
7/20/2010
|
8/20/2010
|
(60,000)
|
20.00
|
CLINTON
MAGNOLIA MASTER FUND, LTD.
EQUITY
Trade Date
|
Shares Purchased (Sold)
|
Price Per Share ($)
|
|
|
|
6/7/2010
|
2,500
|
25.00000
|
6/8/2010
|
(15,000)
|
17.27547
|
6/15/2010
|
17,506
|
19.590843
|
6/15/2010
|
5,000
|
19.590843
|
6/17/2010
|
5,500
|
19.459758
|
6/17/2010
|
5,000
|
19.459758
|
6/18/2010
|
10,800
|
25.00
|
6/18/2010
|
24,800
|
20.00
|
6/18/2010
|
27,000
|
19.851008
|
6/18/2010
|
5,000
|
19.851008
|
6/18/2010
|
(2,000)
|
20.00
|
6/24/2010
|
11,444
|
18.366327
|
6/25/2010
|
5,000
|
18.41669
|
7/1/2010
|
2,500
|
17.505583
|
7/1/2010
|
5,000
|
17.505583
|
7/1/2010
|
1,100
|
17.57
|
7/1/2010
|
30,000
|
17.583
|
7/2/2010
|
5,100
|
19.221032
|
7/2/2010
|
5,000
|
19.221032
|
CUSIP
No. 75689M101
|
SCHEDULE
13D
|
Page
12
of 12
Pages
|
7/6/2010
|
25,000
|
18.5316
|
7/8/2010
|
2,000
|
18.68825
|
7/8/2010
|
5,000
|
18.68825
|
7/9/2010
|
37,922
|
19.507845
|
7/9/2010
|
5,000
|
19.507845
|
7/12/2010
|
15,000
|
20.835209
|
7/12/2010
|
20,000
|
20.31823
|
7/14/2010
|
12,710
|
20.72228
|
7/15/2010
|
20,000
|
21.05396
|
7/16/2010
|
(100)
|
17.50
|
7/21/2010
|
10,000
|
21.11272
|
7/22/2010
|
(2,000)
|
21.7425
|
7/22/2010
|
34,987
|
21.89286
|
7/23/2010
|
25,000
|
21.99106
|
7/27/2010
|
5,000
|
22.3064
|
7/30/2010
|
5,000
|
21.20917
|
8/2/2010
|
(2,100)
|
22.12252
|
8/2/2010
|
4,000
|
22.24947
|
8/3/2010
|
10,000
|
21.6557
|
OPTIONS
Trade Date
|
Expiration Date
|
Quantity
|
Strike Price ($)
|
|
|
|
|
6/7/2010
|
6/18/2010
|
10,000
|
20.00
|
6/8/2010
|
6/18/2010
|
(23,100)
|
17.50
|
6/8/2010
|
6/18/2010
|
10,000
|
25.00
|
6/9/2010
|
6/18/2010
|
4,100
|
22.50
|
6/17/2010
|
6/18/2010
|
23,100
|
17.50
|
6/17/2010
|
6/18/2010
|
22,500
|
20.00
|
6/25/2010
|
7/16/2010
|
5,000
|
17.50
|
7/1/2010
|
7/16/2010
|
(100)
|
17.50
|
7/2/2010
|
8/20/2010
|
(45,000)
|
20.00
|
7/9/2010
|
8/20/2010
|
(50,000)
|
20.00
|
7/9/2010
|
8/20/2010
|
(50,000)
|
20.00
|
7/12/2010
|
8/20/2010
|
(25,000)
|
22.50
|
7/12/2010
|
8/20/2010
|
(20,000)
|
20.00
|
7/14/2010
|
8/20/2010
|
(5,000)
|
22.50
|
7/15/2010
|
8/20/2010
|
(10,000)
|
22.50
|
7/21/2010
|
9/17/2010
|
(10,000)
|
22.50
|
7/22/2010
|
8/20/2010
|
(40,000)
|
20.00
|
7/22/2010
|
8/20/2010
|
(5,000)
|
22.50
|
7/27/2010
|
8/20/2010
|
(75,000)
|
22.50
|
8/2/2010
|
8/20/2010
|
(35,000)
|
22.50
|
8/2/2010
|
9/17/2010
|
(30,000)
|
22.50
|
8/2/2010
|
8/20/2010
|
(10,000)
|
20.00
|
8/3/2010
|
8/20/2010
|
(5,000)
|
22.50
|
8/3/2010
|
9/17/2010
|
(15,000)
|
22.50
|
8/3/2010
|
8/20/2010
|
(10,000)
|
20.00
|
8/4/2010
|
8/20/2010
|
(3,300)
|
22.50
|
8/4/2010
|
8/20/2010
|
(45,000)
|
22.50
|
8/4/2010
|
9/17/2010
|
(20,000)
|
22.50
|
8/4/2010
|
8/20/2010
|
(50,000)
|
20.00
|
EXHIBIT
6
LETTER
AGREEMENT
Red
Robin Gourmet Burgers, Inc.
6312
South Fiddlers Green Circle, # 200N
Greenwood
Village, CO 80111
August 5,
2010
Mr.
Gregory P. Taxin
Spotlight
Advisors, LLC
9 West
57th Street, 26th Floor
New York,
NY 10019
Mr.
Vincent Darpino
Clinton
Group, Inc.
9 West
57th Street, 26th Floor
New York,
NY 10019
Dear
Messrs. Taxin and Darpino:
The
parties to that certain letter agreement dated March 4, 2010 (the “
Agreement
”) among Spotlight Advisors,
LLC, a Delaware limited liability company (“
Spotlight
”) and Clinton Group, Inc., a
Delaware corporation (“
Clinton
”), on behalf of themselves and
their respective affiliated funds, persons and entities, both current and future
(collectively, the “
Investor
Group
”) and Red Robin Gourmet Burgers, Inc., a Delaware corporation (the
“
Company
”), hereby agree as
follows (capitalized terms used but not otherwise defined in this letter
agreement shall have the meanings given to such terms in the
Agreement):
1. Glenn
Kaufman shall constitute the Additional Director in accordance with Section 1(c)
of the Agreement. The parties hereby agree that Mr. Kaufman will
serve as a Class II director, rather than a Class III director, as originally
contemplated by Section 1(c) of the Agreement.
2. For
purposes of clarification, should the Company publicly announce that (i) it has
entered into a definitive agreement with respect to the acquisition of all or
greater than 50% of its outstanding common stock or (ii) the Board has
determined to engage in a consideration of strategic alternatives, including the
potential sale of the Company, the restrictions in Sections 9(d) and 9(e) of the
Agreement shall not be deemed to apply to any action taken by the Investor Group
either alone or together with a third party to make preparations for and present
directly to the Board in a confidential manner an acquisition proposal; and
further, that any filing made by the Investor Group on Schedule 13D that is
required with respect to such a proposal shall not constitute a violation of
Subsection 9(d) or 9(e) of the Agreement.
3. Except
as specifically set forth herein, the parties continue to be bound by the terms
and conditions of the Agreement. This letter agreement may be
executed by the parties in counterparts, all of which will be deemed an original
instrument, but together will constitute one and the same
instrument. The parties may execute this letter agreement by
facsimile or electronically scanned signatures, and such signatures will be
valid and binding as original signatures.
If you
are in agreement with the foregoing, please so indicate by executing this letter
agreement below.
|
Very
truly yours,
|
|
|
|
|
By:
|
/s/ Pattye
Moore
|
|
|
|
Pattye
Moore, Chair of the Board
|
|
|
|
|
|
|
Accepted
and agreed to this
5th day
of August, 2010:
SPOTLIGHT
ADVISORS, LLC
|
|
|
By:
|
/s/
Gregory P. Taxin
|
|
|
Name:
|
Gregory
P. Taxin
|
|
Title:
|
Managing
Member
|
|
|
CLINTON
GROUP, INC.
|
|
|
By:
|
/s/
Francis Ruchalski
|
|
|
Name:
|
Francis
Ruchalski
|
|
Title:
|
Chief
Financial Officer
|
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