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
                                                                                  
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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 *

Carley Stephen E. 		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)

5/20/2014
(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
Common Stock   5/20/2014     M    2500   A $19.64   23836   D    
Common Stock   5/20/2014     S    2500   (1) D $69.50   21336   (2) D    
Common Stock                  26744   I   See footnote   (3)

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)   $19.64   5/20/2014     M         2500      (4) 9/13/2017   Common Stock   2500   $0   57287   D    

Explanation of Responses:
( 1)  Shares disposed of pursuant to a previously established Rule 10b5-1 trading plan.
( 2)  Includes 20,336 restricted stock units subject to vesting and forfeiture restrictions.
( 3)  The shares are held indirectly by the reporting person as co-trustee of The Carley Family Trust.
( 4)  The option exercised is a portion of the grant to the reporting person made on 9/13/2010 under the issuer's Amended and Restated 2007 Performance Incentive Plan. 25% of the option vested on 9/13/2011, and thereafter 75% of the option vests in 36 substantially equal monthly installments, with the first installment vesting on 10/13/2011 and an additional installment vesting on the 13th day of each of the 35 months thereafter. As of May 20, 2014, 54,805 shares of common stock underlying the option had vested.

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

Signatures
/s/ Michael L. Kaplan, Attorney-in-Fact 5/21/2014
** 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.
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