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 *

Briley Linda Sue 		2. Issuer Name and Ticker or Trading Symbol

RUBY TUESDAY INC [ RT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

150 WEST CHURCH AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/5/2016
(Street)

MARYVILLE, TN 37801
(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
$0.01 Par Common   10/5/2016     A    13416   A $0   (1) 27787   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
Stock Option (Right to Buy)   $2.47   10/5/2016     A      37963       7/19/2017   (2) 7/19/2023   $0.01 Par Common   37963   $0.00   37963   D    
Restricted Stock Units     (3) 10/5/2016     A      65789         (3)   (3) $0.01 Par Common   65789   $0.00   65789   D    

Explanation of Responses:
( 1)  These restricted stock units were granted under the Issuer's Stock Incentive Plan (the "Plan") and are scheduled to vest in one-third increments on each of July 19, 2017, July 19, 2018 and July 19, 2019, subject to the terms of the Plan and applicable award agreement issued thereunder.
( 2)  The option was granted under the Plan and is scheduled to vest in one-third increments on each of July 19, 2017, July 19, 2018 and July 19, 2019.
( 3)  The restricted stock units were granted under the Plan and are scheduled to cliff vest on October 5, 2018, subject to the terms of the Plan and applicable award agreement issued thereunder. Each restricted stock unit is the economic equivalent of one share of the Issuer's common stock and may be settled solely in cash.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Briley Linda Sue
150 WEST CHURCH AVENUE
MARYVILLE, TN 37801

Chief Financial Officer

Signatures
/s/ Rhonda Parish, Attorney-in-Fact 10/7/2016
** 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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