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FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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MOORE GREGORY N
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2. Issuer Name
and
Ticker or Trading Symbol
Texas Roadhouse, Inc.
[
TXRH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TEXAS ROADHOUSE, INC., 6040 DUTCHMANS LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/31/2019
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(Street)
LOUISVILLE, KY 40205
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/31/2019
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S
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23000
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D
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$55.53
(1)
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70250
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I
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Moore Family Trust
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(3)
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(4)
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(4)
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Common Stock
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4250
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4250
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D
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Restricted Stock Units
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(3)
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(5)
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(5)
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Common Stock
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100
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100
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D
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Restricted Stock Units
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(3)
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(6)
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(6)
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Common Stock
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100
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100
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D
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Restricted Stock Units
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(3)
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(7)
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(7)
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Common Stock
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150
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150
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D
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Restricted Stock Units
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(3)
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(8)
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(8)
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Common Stock
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150
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150
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D
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Restricted Stock Units
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(3)
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(9)
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(9)
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Common Stock
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350
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350
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D
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Restricted Stock Units
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(3)
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(10)
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(10)
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Common Stock
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500
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500
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D
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Explanation of Responses:
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(1)
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Weighted average sale price reported. The shares were sold within the range of $55.00 and $56.11. The reporting person will provide full information regarding the specific number of shares sold at each separate price upon request by the Commission Staff, the Company, or any security holder of the Company.
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(2)
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The reporting person is the co-trustee of the Moore Family Trust and has investment control over the securities. The reporting person disclaims beneficial ownership within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the reporting person has no actual pecuniary interest.
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(3)
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Each restricted stock unit represents a conditional right to receive one share of the Company's Common Stock.
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(4)
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The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service with the Company.
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(5)
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The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service as a Nominating and Corporate Governance Committee member with the Company.
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(6)
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The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service as a Compensation Committee member with the Company.
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(7)
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The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service as an Audit Committee member with the Company.
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(8)
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The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service as the chair of the Nominating and Corporate Governance Committee for the Company.
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(9)
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The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service as the chair of the Audit Committee for the Company.
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(10)
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The restricted stock units vest on January 8, 2020. Delivery of the shares to the reporting person will occur on January 8, 2020, subject to the reporting person's continued service as the Lead Independent Director for the Company.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MOORE GREGORY N
C/O TEXAS ROADHOUSE, INC.
6040 DUTCHMANS LANE
LOUISVILLE, KY 40205
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X
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Signatures
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/s/ Sean Renfroe, by Power of Attorney
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8/2/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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