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Filing Details

Accession Number:: 0001179110-13-004445
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-06 21:53:58
Reporting Period:: 2013-03-04

Filing Date:: 2013-03-06
Accepted Time:: 2013-03-06 21:53:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1171759	Red Robin Gourmet Burgers Inc	RRGB	Retail-Eating Places (5812)	841573084

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1188767	Eric Houseman	6312 S. Fiddler'S Green Circle Suite 200N Greenwood Village CO 80111	President And Coo	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2013-03-04	423	$44.36	42,096	No	4	F	Direct
Common Stock	Acquisiton	2013-03-04	2,680	$0.00	44,776	No	4	A	Direct
Common Stock	Disposition	2013-03-04	2,999	$44.36	41,777	No	4	F	Direct
Common Stock	Acquisiton	2013-03-05	9,000	$14.93	50,777	No	4	M	Direct
Common Stock	Disposition	2013-03-05	9,000	$44.62	41,777	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2013-03-05	9,000	$0.00	9,000	$14.93

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,000		2019-02-24	No	4	M	Direct

Footnotes

In connection with the vesting of 1,325 time-based restricted stock units which were granted on March 2, 2010 under the issuer's Amended and Restated 2007 Performance Incentive Plan, the reporting person sold 423 of such shares to the issuer to satisfy his tax withholding obligations. The sale was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, the sale is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.
Represents the acquisition of an additional 2,680 performance-based restricted stock units that vested on March 2, 2013, based upon the issuer's performance relative to certain total shareholder return objectives. The number of units that vested was 140% of the target number of 6,700 units. The terms of the original grant are set forth in the Form 4 filed for the reporting person on March 4, 2010.
In connection with the vesting of 9,380 performance-based restricted stock units which were granted on March 2, 2010 under the issuer's Amended and Restated 2007 Performance Incentive Plan, the reporting person sold 2,999 of such shares to the issuer to satisfy his tax withholding obligations. The sale was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, the sale is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.
The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $44.60 to $44.85, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Includes 5,860 restricted stock units that are subject to vesting and forfeiture restrictions.
The option is fully vested.