SEC Form 4 · accession 0001179110-16-030451
RED ROBIN GOURMET BURGERS INC · RRGB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Denny Marie Post
Officer — President and CEO
Period of report
Oct 3, 2016
Accepted (ET)
Oct 5, 2016 · 4:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001171759
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 3, 2016 | F | 293 | $45.52 | D | 8,347 | D | |
| Common StockF3,F4 | Oct 3, 2016 | A | 1,761 | $0.00 | A | 10,108 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to buy)F5 | $45.52 | Oct 3, 2016 | A | 10,453 | A | — | Oct 3, 2026 | Common Stock | 10,453 | 10,453 | D |
Explanation of responses
- F1In connection with the vesting of 919 time-based restricted stock units, which were granted on October 1, 2014 under the issuer's Second Amended and Restated 2007 Performance Incentive Plan, the reporting person sold 293 of such shares to the issuer to satisfy her 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.
- F2Includes 5,865 restricted stock units subject to vesting and forfeiture restrictions.
- F3Represents a grant of time-based restricted stock units under the issuer's Second Amended and Restated 2007 Performance Incentive Plan. Each time-based restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the issuer's common stock. One-fourth (1/4) of the units are scheduled to vest on each of the first, second, third and fourth anniversaries of the date of grant. The closing price on the date of grant, October 3, 2016, was $45.52.
- F4Includes 7,626 restricted stock units subject to vesting and forfeiture restrictions.
- F5One-fourth (1/4) of the options are scheduled to vest on each of the first, second, third, and fourth anniversaries of the date of grant.