RUTH Ruths Hospitality Group Inc

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

As described in Items 4 and 5 below, the Reporting Persons no longer beneficially own any Shares.

Item 4 is hereby amended to add the following:

On May 2, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Darden Restaurants, Inc. (“Darden”) and Ruby Acquisition Corporation, an indirect, wholly owned subsidiary of Darden (“Merger Sub”). Pursuant to the Merger Agreement, on May 16, 2023, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the Issuer’s issued and outstanding Shares at a price of $21.50 per Share (the “Merger Consideration”) in cash, without interest thereon (but subject to applicable withholding).

Following the consummation of the Offer, subject to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), on June 14, 2023, Merger Sub merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Darden in accordance with the DGCL.

At the effective time of the Merger (the “Effective Time”), each Share that was not (i) validly tendered and irrevocably accepted for purchase pursuant to the Offer, including all the Shares beneficially owned by the Reporting Persons, (ii) held by a holder who has properly exercised appraisal rights with respect thereto and in accordance with Section 262 of the DGCL, and (iii) held by the Issuer as treasury stock or owned by Darden, Merger Sub or any of Darden’s other subsidiaries, in each case, immediately prior to the Effective Time, was cancelled and converted into the right to receive cash in an amount equal to the Merger Consideration, on the terms and subject to the conditions set forth in the Merger Agreement. Accordingly, at the Effective Time, the Reporting Persons ceased to beneficially own any Shares.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

(a)-(b) As described in Item 4 above, the Reporting Persons no longer beneficially own any Shares.

(c) Except as set forth in Item 4 above, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past 60 days.

(e) As of June 14, 2023, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 16, 2023