UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Ruth’s
Hospitality Group, Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
783332109
(CUSIP
Number)
December
31, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
*
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 the disclosures provided in a prior
cover page.
The
information required in 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, as amended (“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).
Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications:
Ricardo
Davidovich, Esq.
Haynes and Boone, LLP
30
Rockefeller Plaza
26th Floor
New
York, NY 10112
(212) 835-4837
|
CUSIP
No. 783332109
|
|
1.
Names of Reporting Persons.
North
Peak Capital Management, LLC
|
|
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
þ
(b)
☐
|
|
3.
SEC Use Only
|
|
4.
Citizenship or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5.
Sole Voting Power
0
|
|
6.
Shared Voting Power
1,000,000
|
|
7.
Sole Dispositive Power
0
|
|
8.
Shared Dispositive Power
1,000,000
|
|
9.
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,000,000
|
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
|
11.
Percent of Class Represented by Amount in Row (9)
2.9%
(1)
|
|
12.
Type of Reporting Person (See Instructions)
OO,
IA
|
|
(1) |
Based
upon 34,899,747 shares of Common Stock, par value $0.01 per share,
of the Issuer outstanding as of October 28, 2020, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended September 27, 2020, that was filed by the Issuer with the
U.S. Securities and Exchange Commission on November 2,
2020. |
|
CUSIP
No. 783332109
|
|
1.
Names of Reporting Persons.
North
Peak Capital GP, LLC
|
|
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
þ
(b)
☐
|
|
3.
SEC Use Only
|
|
4.
Citizenship or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5.
Sole Voting Power
0
|
|
6.
Shared Voting Power
1,000,000
|
|
7.
Sole Dispositive Power
0
|
|
8.
Shared Dispositive Power
1,000,000
|
|
9.
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,000,000
|
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
|
11.
Percent of Class Represented by Amount in Row (9)
2.9%
(1)
|
|
12.
Type of Reporting Person (See Instructions)
OO
|
|
(1) |
Based
upon 34,899,747 shares of Common Stock, par value $0.01 per share,
of the Issuer outstanding as of October 28, 2020, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended September 27, 2020, that was filed by the Issuer with the
U.S. Securities and Exchange Commission on November 2,
2020. |
|
CUSIP
No. 783332109
|
|
1.
Names of Reporting Persons.
North
Peak Capital Partners, LP
|
|
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
þ
(b)
☐
|
|
3.
SEC Use Only
|
|
4.
Citizenship or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5.
Sole Voting Power
0
|
|
6.
Shared Voting Power
113,111
|
|
7.
Sole Dispositive Power
0
|
|
8.
Shared Dispositive Power
113,111
|
|
9.
Aggregate Amount Beneficially Owned by Each Reporting
Person
113,111
|
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
|
11.
Percent of Class Represented by Amount in Row (9)
0.3%
(1)
|
|
12.
Type of Reporting Person (See Instructions)
PN
|
|
(1) |
Based
upon 34,899,747 shares of Common Stock, par value $0.01 per share,
of the Issuer outstanding as of October 28, 2020, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended September 27, 2020, that was filed by the Issuer with the
U.S. Securities and Exchange Commission on November 2,
2020. |
|
CUSIP
No. 783332109
|
|
1.
Names of Reporting Persons.
North
Peak Capital Partners II, LP
|
|
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
þ
(b)
☐
|
|
3.
SEC Use Only
|
|
4.
Citizenship or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5.
Sole Voting Power
0
|
|
6.
Shared Voting Power
886,889
|
|
7.
Sole Dispositive Power
0
|
|
8.
Shared Dispositive Power
886,889
|
|
9.
Aggregate Amount Beneficially Owned by Each Reporting
Person
886,889
|
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
|
11.
Percent of Class Represented by Amount in Row (9)
2.5%
(1)
|
|
12.
Type of Reporting Person (See Instructions)
PN
|
|
(1) |
Based
upon 34,899,747 shares of Common Stock, par value $0.01 per share,
of the Issuer outstanding as of October 28, 2020, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended September 27, 2020, that was filed by the Issuer with the
U.S. Securities and Exchange Commission on November 2,
2020. |
|
CUSIP
No. 783332109
|
|
1.
Names of Reporting Persons.
Michael
Kevin Kahan
|
|
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
þ
(b)
☐
|
|
3.
SEC Use Only
|
|
4.
Citizenship or Place of Organization
United
States
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5.
Sole Voting Power
0
|
|
6.
Shared Voting Power
1,000,000
|
|
7.
Sole Dispositive Power
0
|
|
8.
Shared Dispositive Power
1,000,000
|
|
9.
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,000,000
|
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
|
11.
Percent of Class Represented by Amount in Row (9)
2.9%
(1)
|
|
12.
Type of Reporting Person (See Instructions)
IN,
HC
|
|
(1) |
Based
upon 34,899,747 shares of Common Stock, par value $0.01 per share,
of the Issuer outstanding as of October 28, 2020, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended September 27, 2020, that was filed by the Issuer with the
U.S. Securities and Exchange Commission on November 2,
2020. |
|
CUSIP
No. 783332109
|
|
1.
Names of Reporting Persons.
Jeremy
Steven Kahan
|
|
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
þ
(b)
☐
|
|
3.
SEC Use Only
|
|
4.
Citizenship or Place of Organization
United
States
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
5.
Sole Voting Power
0
|
|
6.
Shared Voting Power
1,000,000
|
|
7.
Sole Dispositive Power
0
|
|
8.
Shared Dispositive Power
1,000,000
|
|
9.
Aggregate Amount Beneficially Owned by Each Reporting
Person
1,000,000
|
|
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ☐
|
|
11.
Percent of Class Represented by Amount in Row (9)
2.9%
(1)
|
|
12.
Type of Reporting Person (See Instructions)
IN,
HC
|
|
(1) |
Based
upon 34,899,747 shares of Common Stock, par value $0.01 per share,
of the Issuer outstanding as of October 28, 2020, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended September 27, 2020, that was filed by the Issuer with the
U.S. Securities and Exchange Commission on November 2,
2020. |
Item
1.
Ruth’s
Hospitality Group, Inc. (the “Issuer”).
|
(b) |
Address
of Issuer’s Principal Executive Offices |
1030
W. Canton Avenue, Suite 100,
Winter
Park, FL 32789
Item
2.
|
(a) |
Name
of Person Filing |
This statement is jointly filed by and on behalf of each of North
Peak Capital Management, LLC, a Delaware limited liability company
(“North Peak Management”), North Peak Capital GP,
LLC, a Delaware limited liability company (“North Peak
GP”), North Peak Capital Partners, LP, a Delaware limited
partnership (“Fund I”), North Peak Capital Partners
II, LP, a Delaware limited partnership (“Fund II”),
Jeremy Kahan, and Michael Kahan (collectively referred to herein as
the “Reporting Persons”).
Fund I and Fund II are the record and direct beneficial owners of
the securities covered by this statement. Fund I disclaims
beneficial ownership of the shares of Common Stock of the Issuer
held by Fund II. Fund II disclaims beneficial ownership of the
shares of Common Stock of the Issuer held by Fund I.
North Peak Management is the investment manager of, and may be
deemed to indirectly beneficially own securities owned by, each of
Fund I and Fund II. North Peak GP is the general partner of, and
may be deemed to indirectly beneficially own securities owned by,
each of Fund I and Fund II. Neither North Peak Management nor North
Peak GP owns any shares of Common Stock of the Issuer directly and
they each disclaim beneficial ownership of any shares of Common
Stock of the Issuer held by either Fund I or Fund II.
Messrs. Kahan are each a co-manager of, and each may be deemed to
beneficially own securities beneficially owned by, each of North
Peak Management and North Peak GP. Neither of Messrs. Kahan own any
shares of Common Stock of the Issuer directly and they each
disclaim beneficial ownership of any securities beneficially owned
by either North Peak Management or North Peak GP.
Each
of the Reporting Persons declares that neither the filing of this
statement nor anything herein shall be construed as an admission
that such Reporting Person is, for the purposes of Section 13(d) or
13(g) of the Act or any other purpose, the beneficial owner of any
securities covered by this statement.
Each
of the Reporting Persons may be deemed to be a member of a group
with respect to the Issuer or securities of the Issuer for the
purposes of Section 13(d) or 13(g) of the Act. Each of the
Reporting Persons declares that neither the filing of this
statement nor anything herein shall be construed as an admission
that such Reporting Person is, for the purposes of Section 13(d) or
13(g) of the Act or any other purpose, (i) acting (or has agreed or
is agreeing to act together with any other person) as a
partnership, limited partnership, syndicate, or other group for the
purpose of acquiring, holding, or disposing of securities of the
Issuer or otherwise with respect to the Issuer or any securities of
the Issuer or (ii) a member of any group with respect to the Issuer
or any securities of the Issuer.
|
(b) |
Address
of Principal Business Office or, if none, Residence |
The
address of the principal business office of each of the Reporting
Persons is c/o North Peak
Capital Management, LLC, 155 East 44th Street,
5th Floor, New York, NY 10017.
See
Item 4 on the cover page(s) hereto.
|
(d) |
Title
of Class of Securities |
Common
Stock, par value $0.01 per share (“Common
Stock”).
783332109
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing
is:
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|
(a) |
☐ |
A
broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o); |
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(b) |
☐ |
A
bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c); |
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(c) |
☐ |
An
insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c); |
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(d) |
☐ |
An
investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
☐ |
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with
§240.13d- 1(b)(1)(ii)(F); |
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(g) |
☐ |
A
parent holding company or control person in accordance with
§240.13d- 1(b)(1)(ii)(G); |
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(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
☐ |
A
church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
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(j) |
☐ |
A
non-U.S. institution in accordance with
§240.13d–1(b)(1)(ii)(J); |
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(k) |
☐ |
A
group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of
institution:____________
Item
4. Ownership
|
(a) |
Amount
beneficially owned: See Item 9 on the cover page(s)
hereto. |
|
(b) |
Percent
of class: See Item 11 on the cover page(s) hereto. |
|
(c) |
Number
of shares as to which such person has: |
|
(i) |
Sole
power to vote or to direct the vote: See Item 5 on the cover
page(s) hereto. |
|
(ii) |
Shared
power to vote or to direct the vote: See Item 6 on the cover
page(s) hereto. |
|
(iii) |
Sole
power to dispose or to direct the disposition of: See Item 7 on
the cover page(s) hereto. |
|
(iv) |
Shared
power to dispose or to direct the disposition of: See Item 8 on
the cover page(s) hereto. |
Item
5. Ownership of 5% or
Less of a Class
If
this statement is being filed to report the fact that as of the
date hereof the Reporting Person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ☑.
Item
6. Ownership of More
than 5% on Behalf of Another Person
Not
Applicable.
Item
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
Not
Applicable.
Item
8. Identification and
Classification of Members of the Group
Not
Applicable.
Item
9. Notice of Dissolution
of Group
Not
Applicable.
Item
10. Certifications
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect other
than activities solely in connection with a nomination under §
240.14a-11.
SIGNATURE
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.
|
Date:
February 16, 2021 |
North Peak Capital Management, LLC |
|
|
|
|
|
|
By: |
/s/
Jeremy Kahan |
|
|
Name: |
Jeremy
Kahan |
|
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Title: |
Managing
Member |
|
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North Peak Capital gp, LLC |
|
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|
|
By: |
/s/
Jeremy Kahan |
|
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Name: |
Jeremy
Kahan |
|
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Title: |
Manager |
|
|
|
|
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NORTH
PEAK CAPITAL PARTNERS, LP |
|
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By: |
North
Peak Capital GP, LLC |
|
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Its: |
General
Partner |
|
|
|
|
|
|
By: |
/s/
Jeremy Kahan |
|
|
Name: |
Jeremy
Kahan |
|
|
Title: |
Manager |
|
|
|
|
|
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NORTH
PEAK CAPITAL PARTNERS II, LP |
|
|
|
|
|
|
By: |
North
Peak Capital GP, LLC |
|
|
Its: |
General
Partner |
|
|
|
|
|
|
By: |
/s/
Jeremy Kahan |
|
|
Name: |
Jeremy
Kahan |
|
|
Title: |
Manager |
|
|
|
|
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|
JEREMY
KAHAN |
|
|
|
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/s/ Jeremy
Kahan |
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|
MICHAEL
KAHAN |
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/s/ Michael
Kahan |
EXHIBIT
INDEX
12
