SEC Form 4 · accession 0001179110-17-003421
RED ROBIN GOURMET BURGERS INC · RRGB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terry D Harryman
Officer — VP, CAO, Contr.
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 6:00 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 StockF1 | Feb 24, 2017 | A | 563 | $0.00 | A | 4,061 | D | |
| Common StockF2,F3 | Feb 27, 2017 | F | 26 | $47.35 | D | 4,035 | 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)F4 | $47.00 | Feb 24, 2017 | A | 3,166 | A | — | Feb 24, 2027 | Common Stock | 3,166 | 3,166 | D |
Explanation of responses
- 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 71 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 26 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.
- F3Includes 2,927 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