SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Kaplan Michael L.

(Last) (First) (Middle)
6312 S. FIDDLER'S GREEN CIRCLE
SUITE 200N

(Street)
GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/30/2019
3. Issuer Name and Ticker or Trading Symbol
RED ROBIN GOURMET BURGERS INC [ RRGB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 7,880(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) (2) 02/19/2024 Common Stock 3,139 71.99 D
Employee Stock Options (Right to Buy) (3) 02/18/2025 Common Stock 3,532 81.65 D
Employee Stock Options (Right to Buy) (4) 02/17/2026 Common Stock 5,339 63.82 D
Employee Stock Options (Right to Buy) (5) 02/24/2027 Common Stock 7,419 47 D
Employee Stock Options (Right to Buy) (6) 03/15/2028 Common Stock 5,609 61.25 D
Explanation of Responses:
1. Includes 5,387 shares subject to vesting and forfeiture restrictions.
2. On February 19, 2014, the reporting person was granted 3,139 stock options. The option is fully vested.
3. On February 18, 2015, the reporting person was granted 3,532 stock options. The option is fully vested.
4. On February 17, 2016, the reporting person was granted 5,339 stock options. One-fourth (1/4) of the options become exercisable on each of the first, second, third, and fourth anniversaries of the date of grant.
5. On February 24, 2017, the reporting person was granted 7,419 stock options. One-fourth (1/4) of the options become exercisable on each of the first, second, third, and fourth anniversaries of the date of grant.
6. On March 15, 2018, the reporting person was granted 5,609 stock options. One-fourth (1/4) of the options become exercisable on each of the first, second, third, and fourth anniversaries of the date of grant.
/s/ Michael L. Kaplan 06/03/2019
** 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 5 (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 Number.

         POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

I hereby make, constitute and appoint each of the Chief Executive Officer, Chief
Financial  Officer, Chief Legal Officer, and the Deputy, Associate and Assistant
General  Counsels  of Red Robin Gourmet Burgers Inc. (the "Company"), who at the
time  of  acting pursuant to this Power of Attorney is each acting singly, as my
true and lawful attorney-in-fact to:

      (1)   prepare,  sign,  acknowledge,  deliver  and  file  for  me and on my
            behalf,  Forms  3,  4 and 5 and any amendments thereof in accordance
            with  Section  16(a)  of  the  Securities  Exchange  Act of 1934, as
            amended  (the  "1934  Act")  and  the  rules  of  the Securities and
            Exchange Commission ("SEC"), with respect to securities or contracts
            of  (or  with  respect  to)  the  Company,  and  Form  ID  or  other
            information to secure an access and any other code and/or CIK number
            to permit my filing via EDGAR;

      (2)   do and perform any and all acts for me and on my behalf which may be
            necessary  or desirable to complete any such Form 3, 4 or 5 and file
            in  any  authorized manner such form and this power of attorney with
            the SEC and any stock exchange or similar authority;

      (3)   seek  or  obtain, as my representative and on my behalf, information
            concerning   transactions  in  or  with  respect
  to  the  Company's
            securities from any third party, including brokers, employee benefit
            plan  administrators  and  trustees, knowing that I hereby authorize
            any   such   person   to   release   any  such  information  to  the
            attorney-in-fact and approve any such release of information; and

      (4)   take  any other action of any type whatsoever in connection with the
            foregoing  which, in the opinion of such attorney-in-fact, may be of
            benefit  to  me,  in my best interest, or legally required of me, it
            being    understood    that   the   documents   executed   by   such
            attorney-in-fact  on  my  behalf  pursuant to this Power of Attorney
            shall be in such form and shall contain such terms and conditions as
            such   attorney-in-fact   may  approve  in  such  attorney-in-fact's
            discretion.  I hereby grant to each such attorney-in-fact full power
            and  authority  to  do  and  perform  any  and  every  act and thing
            whatsoever requisite, necessary or proper to be done in the exercise
            of  any  of  the  rights  and powers herein granted, as fully to all
            intents  and  purposes as I might or could do if personally present,
            with  full power of substitution or revocation, hereby ratifying and
            confirming    all    that    such    attorney-in-fact,    or    such
            attorney-in-fact's  substitute  or substitutes, shall lawfully do or
            cause  to be done by virtue of this power of attorney and the rights
            and  powers  herein  granted. This Power of Attorney authorizes, but
            does  not  require,  each such attorney-in-fact to act in his or her
            discretion  on information provided to such attorney-in-fact without
            independent  verification of such information. I further acknowledge
            that the foregoing attorneys-in-fact, in serving in such capacity at
            my request, are not assuming, nor is the Company assuming, any of my
            responsibilities  to  comply  with Section 16 of the 1934 Act or any
            liability  I  may  have  with  respect  to  transactions reported or
            reportable   thereunder.  All  prior  actions  taken  by  each  such
            attorney-in-fact  which  are consistent with the authority conferred
            hereby  are  ratified  and  approved.  This  Power of Attorney shall
            remain  in  full  force  and effect until I am no longer required to
            file  Section  16  reports  with  respect  to  my  holdings  of  and
            transactions  in  or  involving securities issued by the Company, or
            earlier  if I revoke it in a signed writing delivered to each of the
            foregoing attorneys-in-fact.

May 30, 2019

/s/ Michael Kaplan
--------------------------------------
Michael Kaplan