UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 14, 2009

RED ROBIN GOURMET BURGERS, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-49916		84-1573084
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification Number)

6312 S. Fiddler’s Green Circle, Suite 200N
Greenwood Village, Colorado		80111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 846-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. Other Events.

On January 14, 2009, Red Robin Gourmet Burgers, Inc. (the “Company”) issued a press release announcing that, among other things, it is commencing a cash tender offer for stock options held by approximately 550 current employees and officers. The stock options eligible for tender are those that were granted under the Company’s various equity incentive plans on or prior to December 31, 2008, with exercise prices equal to or greater than $32.00. Unless otherwise extended by the Company, the tender offer will expire at 11:59 p.m., Mountain Time, on February 11, 2009. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01 Financial Statements And Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Red Robin Gourmet Burgers, Inc. Press Release dated January 14, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 14, 2009

	RED ROBIN GOURMET BURGERS, INC.


	By:	/s/ Katherine L. Scherping
	Name: Katherine L. Scherping
	Title: Chief Financial Officer