SEC Form 4 · accession 0001179110-17-003418

RED ROBIN GOURMET BURGERS INC · RRGB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President and CEO

Period of report

Feb 24, 2017

Accepted (ET)

Feb 28, 2017 · 5:53 pm EST

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 Stock^F1	Feb 24, 2017	A	8,191	$0.00	A	17,913	D
Common Stock^F2,F3	Feb 27, 2017	F	119	$47.35	D	17,794	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F4	$47.00	Feb 24, 2017	A	45,997	A	—	Feb 24, 2017	Common Stock	45,997	45,997	D

F1Represents a grant of time-based stock units under the issuer's Second Amended and Restated 2007 Performance Plan. Each time-based 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, February 24, 2017, was $47.00.
F2In connection with the vesting of 374 time-based restricted stock units, which were granted on February 26, 2013 under the issuer's Second Amended and Restated 2007 Performance Incentive Plan, the reporting person sold 119 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.
F3Includes 14,303 restricted stock units subject to vesting and forfeiture restrictions
F4One-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.