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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OMB Number: 3235-0287
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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 *

Toomy Kevin W 		2. Issuer Name and Ticker or Trading Symbol

Ruths Hospitality Group, Inc. [ RUTH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & COO - RCSH
(Last)          (First)          (Middle)

C/O RUTH'S HOSPITALITY GROUP, INC., 1030 W CANTON AVE STE. 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/9/2017
(Street)

WINTER PARK, FL 32789
(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   3/9/2017     F    2241   (1) D $18.35   158763   D  
 
Common Stock   3/11/2017     F    610   (1) D $18.75   158153   D  
 
Common Stock   3/11/2017     A    8538   A $0   (2) 166691   D  
 
Common Stock   3/11/2017     A    6700   A $0   (3) 173391   D  
 

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

Explanation of Responses:
( 1)  The reported disposition represents the withholding of shares to cover tax obligations arising from the vesting of restricted stock.
( 2)  Consists of shares of restricted stock granted pursuant to the company's Amended and Restated 2005 Long-Term Equity Incentive Plan after the company's compensation committee determined that certain performance goals for 2016 had been met. The shares will vest on March 11, 2019, the second anniversary of the date of grant.
( 3)  Consists of shares of restricted stock granted pursuant to the company's Amended and Restated 2005 Long-Term Equity Incentive Plan, which vest pro rata on an annual basis over the three-year period following March 11, 2017, the date of grant

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Toomy Kevin W
C/O RUTH'S HOSPITALITY GROUP, INC.
1030 W CANTON AVE STE. 100
WINTER PARK, FL 32789

President & COO - RCSH

Signatures
/s/ Alice G. Givens, under Power of Attorney 3/13/2017
** 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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