Statement of Changes in Beneficial Ownership (4)
November 15 2016 - 6:49PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Brown Stuart B
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2. Issuer Name
and
Ticker or Trading Symbol
RED ROBIN GOURMET BURGERS INC
[
RRGB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Former Chief Financial Officer
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(Last)
(First)
(Middle)
6312 S. FIDDLER'S GREEN CIRCLE, SUITE 200N
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/11/2016
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(Street)
GREENWOOD VILLAGE, CO 80111
(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)
_
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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11/11/2016
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S
(1)
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100
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D
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$53.20
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15690
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D
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Common Stock
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11/14/2016
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S
(1)
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7978
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D
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$53.20
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7712
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D
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Common Stock
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11/14/2016
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S
(1)
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5951
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D
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$55.00
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1761
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D
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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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Explanation of Responses:
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(
1)
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The reporting person's sale of RRGB common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 500 shares, with the reporting person's purchase of 500 shares of RRGB common stock reported on May 20, 2016 (the "Matchable Shares"). The full amount of the profit realized in connection with the short-swing transaction with respect to the Matchable Shares reported herein, less transaction costs, is $3,264.40. The reporting person has agreed to pay to RRGB, upon settlement of the sales reported herein, $874.84, representing the full amount of the profit realized, less disgorgement of $2,389.56 previously paid in connection with his sale of 500 shares of RRGB common stock reported on August 15, 2016.
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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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Brown Stuart B
6312 S. FIDDLER'S GREEN CIRCLE
SUITE 200N
GREENWOOD VILLAGE, CO 80111
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Former Chief Financial Officer
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Signatures
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/s/ Michael L. Kaplan, Attorney-in-Fact
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11/15/2016
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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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