(Amendment No. ___)*
4705 S. Apopka Vineland Road, Suite 206
Russell L. Leaf
Michael E. Brandt
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
¨
* 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
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13D
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Page 2 of 9
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(1) NAMES OF REPORTING PERSONS
Vintage Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
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(7) SOLE VOTING POWER
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0 shares
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(8) SHARED VOTING POWER
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1,108,000 shares
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(9) SOLE DISPOSITIVE POWER
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0 shares
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(10) SHARED DISPOSITIVE POWER
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1,108,000 shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,000 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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(14) TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 75689M101
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13D
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Page 3 of 9
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(1) NAMES OF REPORTING PERSONS
Kahn Capital Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
(7) SOLE VOTING POWER
|
0 shares
|
(8) SHARED VOTING POWER
|
1,108,000 shares
|
(9) SOLE DISPOSITIVE POWER
|
0 shares
|
(10) SHARED DISPOSITIVE POWER
|
1,108,000 shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,000 shares
|
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
|
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
|
(14) TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 75689M101
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13D
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Page 4 of 9
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(1) NAMES OF REPORTING PERSONS
Brian R. Kahn
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
|
(3) SEC USE ONLY
|
(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
|
(7) SOLE VOTING POWER
|
0 shares
|
(8) SHARED VOTING POWER
|
1,108,000 shares
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(9) SOLE DISPOSITIVE POWER
|
0 shares
|
(10) SHARED DISPOSITIVE POWER
|
1,108,000 shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,000 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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(14) TYPE OF REPORTING PERSON (see instructions)
IN
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Item 1.
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Security and Issuer
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The securities to which this statement on Schedule
13D (this “
Statement
”) relates are the common stock, par value $0.001 per share (the “
Common Stock
”),
of Red Robin Gourmet Burgers, Inc. Inc., a Delaware corporation (the “
Issuer
”). The address of the principal
executive offices of the Issuer is 6312 S. Fiddler’s Green Circle, Suite 200N, Greenwood Village, Colorado, 80111.
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Item 2.
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Identity and Background
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This Statement is filed by:
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(i)
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Vintage Capital Management, LLC, a Delaware limited liability company (“
Vintage Capital
”);
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(ii)
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Kahn Capital Management, LLC, a Delaware limited liability company (“
Kahn Capital
”),
who serves as a member and majority owner of Vintage Capital; and
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(iii)
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Brian Kahn, who serves as (A) the manager and a member of Vintage Capital; and (B) the manager
and sole member of Kahn Capital.
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Vintage Capital, Kahn Capital and Mr. Kahn
are referred to collectively as the “Reporting Persons.”
The Reporting Persons have entered
into a joint filing agreement, a copy of which is attached as Exhibit 1.
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(b)
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Residence or Business Address
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The address of the principal business
and principal office of each of the Reporting Persons is 4705 S. Apopka Vineland Road, Suite 206, Orlando, FL 32819.
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(c)
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Present Principal Occupation or Employment and the Name, Principal Business and Address of any
Corporation or Other Organization in Which Such Employment Is Conducted
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The principal business of Vintage Capital is acting as
an investment manager.
The principal business of Kahn Capital is acting as a
member of Vintage Capital.
The principal occupation of Mr. Kahn
is acting as the manager of each of Vintage Capital and Kahn Capital.
During the past five years, none
of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, none
of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
Mr. Kahn is a citizen
of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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All of the shares of Common Stock to which
this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons.
The aggregate purchase price of the 1,108,000 shares of Common Stock acquired was approximately $35,379,826 (including brokerage
commissions and transaction costs).
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Item 4.
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Purpose of Transaction.
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The Reporting Persons purchased the shares
of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting
Persons.
In pursuing such investment purposes, the Reporting
Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as
they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes
in the Issuer’s operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. To evaluate such
alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management,
competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets
and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons
may discuss such matters with the management or board of directors of the Issuer, other stockholders, industry analysts, existing
or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors.
Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying
their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar
agreements; (3) proposing changes in the Issuer’s operations, governance or capitalization; (4) pursuing a transaction that
would result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or
more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
In addition to the information disclosed in
this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect
to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule
13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned
by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at
any time reconsider and change their plans or proposals relating to the foregoing.
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Item 5.
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Interest in Securities of the Issuer
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(a) and (b) The responses
of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated by reference. As
of 4:00 p.m., Eastern time, on May 9, 2019, the Reporting Persons beneficially owned 1,108,000 shares of Common Stock, representing
approximately 8.5% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership
of Common Stock is based on
12,968,145
shares of Common Stock outstanding
as of March 1, 2019, as reported in the Proxy Statement on Schedule 14A of the Issuer filed with the Securities Exchange Commission
on April 10, 2019.
Kahn Capital, as a member
and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of
Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn
Capital disclaims beneficial ownership of such shares for all other purposes.
Mr. Kahn, as the manager
of each of Vintage Capital and Kahn Capital, may be deemed to have the power to direct the voting and disposition of the shares
of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr.
Kahn disclaims beneficial ownership of such shares for all other purposes.
To the knowledge of each
of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares
of Common Stock.
(c) Except
as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the last 60 days.
(d) No
other person is known to the Reporting Persons 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 of Common Stock covered by this Statement.
(e) Not
applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
|
Except for the joint filing agreement between
and among the Reporting Persons attached as Exhibit 1 and other than as described in this Statement, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons
or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
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Item 7.
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Material to be Filed as Exhibits
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The following documents are filed as Exhibits:
Exhibit
Number
|
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Description
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1
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Joint Filing Agreement.
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SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 9, 2019
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VINTAGE CAPITAL MANAGEMENT, LLC
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By:
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/s/ Brian R. Kahn
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Name: Brian R. Kahn
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Title: Manager
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KAHN CAPITAL MANAGEMENT, LLC
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By:
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/s/ Brian R. Kahn
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Name: Brian R. Kahn
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Title: Manager
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/s/ Brian R. Kahn
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Brian R. Kahn
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Schedule A
Transactions by the Reporting Persons in
the Past 60 Days
The following table sets forth all transactions
with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions
effected through 4:00 p.m., Eastern time, on May 9, 2019. Unless otherwise indicated, all such transactions were effected in the
open market.
Person Effecting the Transaction
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Transaction Date
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Nature of Transaction
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Number of Securities
|
Price Per Share
|
Vintage Capital Management, LLC
|
04/24/2019
|
Purchase of Common Stock
|
3,200
|
$30.25
|
Vintage Capital Management, LLC
|
04/25/2019
|
Purchase of Common Stock
|
6,500
|
$30.7338
1
|
Vintage Capital Management, LLC
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04/26/2019
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Purchase of Common Stock
|
25,000
|
$31.7649
2
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Vintage Capital Management, LLC
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04/29/2019
|
Purchase of Common Stock
|
27,220
|
$32.2940
3
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Vintage Capital Management, LLC
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04/30/2019
|
Purchase of Common Stock
|
188,490
|
$32.1666
4
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Vintage Capital Management, LLC
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05/01/2019
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Purchase of Common Stock
|
78,949
|
$32.1281
5
|
Vintage Capital Management, LLC
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05/02/2019
|
Purchase of Common Stock
|
43,138
|
$32.4037
6
|
Vintage Capital Management, LLC
|
05/06/2019
|
Purchase of Common Stock
|
19,600
|
$33.8307
7
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Vintage Capital Management, LLC
|
05/07/2019
|
Purchase of Common Stock
|
27,216
|
$33.6975
8
|
Vintage Capital Management, LLC
|
05/08/2019
|
Purchase of Common Stock
|
13,303
|
$33.7293
9
|
Vintage Capital Management, LLC
|
05/09/2019
|
Purchase of Common Stock
|
67,384
|
$32.625
10
|
1
This transaction was executed in multiple trades at prices ranging from $30.71 to $30.79. The price reported above
reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff,
the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction
was effected.
2
This transaction was executed in multiple trades at prices ranging from $31.32 to $31.91. The price reported above
reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff,
the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction
was effected.
3
This transaction was executed in multiple trades at prices ranging from $32.05 to $32.58. The price reported above
reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff,
the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction
was effected.
4
This transaction was executed in multiple trades at prices ranging from $31.59 to $32.30. The price reported above
reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff,
the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction
was effected.
5
This transaction was executed in multiple trades at prices ranging from $31.80 to $32.35. The price reported above
reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff,
the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction
was effected.
6
This transaction was executed in multiple trades at prices ranging from $32.21 to $32.57. The price reported above
reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff,
the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction
was effected.
7
This transaction was executed in multiple trades at prices ranging from $33.545 to $33.91. The price reported above
reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff,
the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction
was effected.
8
This transaction was executed in multiple trades at prices ranging from $33.475 to $33.81. The price reported above
reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff,
the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction
was effected.
9
This transaction was executed in multiple trades at prices ranging from $33.525 to $33.83. The price reported above
reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff,
the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction
was effected.
10
This transaction was executed in multiple trades at prices ranging from $33.30 to $34.77. The price reported above reflects
the weighted average purchase price. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the issuer
or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
EXHIBIT INDEX
Exhibit
Number
|
|
Description
|
1
|
|
Joint Filing Agreement.
|