SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Vintage Capital Management LLC

(Last) (First) (Middle)
4705 S APOPKA VINELAND ROAD SUITE 210

(Street)
ORLANDO FL 32819

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RED ROBIN GOURMET BURGERS INC [ RRGB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Common Stock 05/31/2019 P 135,160 A $25.7337(2) 1,431,824 I See footnote(1)(2)
Common Stock 05/31/2019 P 68,176 A $26.433(3) 1,500,000 I See footnote(1)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
Vintage Capital Management LLC

(Last) (First) (Middle)
4705 S APOPKA VINELAND ROAD SUITE 210

(Street)
ORLANDO FL 32819

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KAHN CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
4705 S APOPKA VINELAND ROAD SUITE 210

(Street)
ORLANDO FL 32819

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KAHN BRIAN RANDALL

(Last) (First) (Middle)
4705 S APOPKA VINELAND ROAD SUITE 210

(Street)
ORLANDO FL 32819

(City) (State) (Zip)
Explanation of Responses:
1. See Exhibit 99.1 - Explanation of Responses
2. See Exhibit 99.1 - Explanation of Responses
3. See Exhibit 99.1 - Explanation of Responses
Remarks:
Exhibit List: Exhibit 99.1 - Explanation of Responses
VINTAGE CAPITAL MANAGEMENT LLC, By: /s/ Brian R. Kahn, Name: Brian R. Kahn, Title: Manager 06/04/2019
KAHN CAPITAL MANAGEMENT, LLC, By: /s/ Brian R. Kahn, Name: Brian R. Kahn, Title: Manager 06/04/2019
/s/ Brian R. Kahn, Name: Brian R. Kahn 06/04/2019
** 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 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 Number.

Exhibit 99.1

 

Designated Filer:  Vintage Capital Management LLC
Issuer & Ticker Symbol:  Red Robin Gourmet Burgers, Inc. [RRGB]
Date of Event Requiring Statement:  May 31, 2019

 

Explanation of Responses:

 

1.In addition to Vintage Capital Management, LLC, a Delaware limited liability company ("Vintage Capital"), this Form 4 is being filed jointly by Kahn Capital Management, LLC, a Delaware limited liability company ("Kahn Capital"), and Brian R. Kahn, a citizen of the United States of America, each of whom has the same business address as Vintage Capital. Vintage Capital beneficially owns the shares of common stock, par value $0.01 per share ("Common Stock"), of Red Robin Gourmet Burgers, Inc. (the “Issuer”). In accordance with Instruction 4(b)(iv), the entire amount of Common Stock held by the Vintage Capital is reported herein. Kahn Capital, as a member and the majority owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial ownership of such shares for all other purposes, except to the extent of its pecuniary interest therein. Mr. Kahn, as the manager of each of Vintage Capital and Kahn Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership of such shares for all other purposes, except to the extent of his pecuniary interest therein.

 

2.The transaction was executed in multiple trades at prices ranging from $25.25 to $26.15. The price reported above reflects the weighted average purchase price. The reporting persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

 

3.The transaction was executed in multiple trades at prices ranging from $26.25 to $26.76. The price reported above reflects the weighted average purchase price. The reporting persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.