Exhibit 107

 

Calculation of Filing Fee Tables
S-3
RED ROBIN GOURMET BURGERS INC
Table 1: Newly Registered and Carry Forward Securities

 

    Security
Type 		Security
Class Title 		Fee
Calculation
or Carry
Forward
Rule 		Amount
Registered 		Proposed
Maximum
Offering Price
Per Unit 		Maximum
Aggregate
Offering
Price 		Fee Rate Amount of
Registration
Fee 		Carry
Forward
Form
Type 		Carry
Forward
File
Number 		Carry
Forward
Initial
Effective
Date 		Filing Fee
Previously
Paid in
Connection
with Unsold
Securities
to be
Carried
Forward
Newly Registered Securities
Fees to be Paid   Unallocated (Universal) Shelf   457(o) (1)(2)  (2)  $ 75,000,000.00 0.0001476 $ 11,070.00        
    Equity Common Stock 457(o) (1)(2)  (2)               
    Equity Preferred Stock 457(o) (1)(2)  (2)               
    Debt Debt Securities 457(o) (1)(2)  (2)               
    Other Warrants 457(o) (1)(2)  (2)               
    Other Rights 457(o) (1)(2)  (2)               
    Other Purchase Contracts 457(o) (1)(2)  (2)               
    Other Units 457(o) (1)(2)  (2)               
Fees Previously Paid                          
Carry Forward Securities
Carry Forward Securities                          
      Total Offering Amounts:   $ 75,000,000.00   $ 11,070.00        
      Total Fees Previously Paid:       $ 0.00        
      Total Fee Offsets:       $ 4,543.00        
      Net Fee Due:       $ 6,527.00        

 

Offering Note  

 

(1) Such indeterminate amount of securities registered hereunder, as may from time to time be issued by Red Robin Gourmet Burgers, Inc. (the "Registrant") at indeterminate prices, with an aggregate initial offering price not to exceed $75,000,000. The securities registered hereunder also include such indeterminate amount of debt securities and shares of common stock and shares of preferred stock as may be issued upon conversion or exchange for any other debt securities or preferred stock that provide for conversion or exchange into other securities being registered hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall be deemed to cover an indeterminate number of additional securities to be offered as a result of share splits, share dividends or similar transactions.

 

(2) With regard to the securities included in the offering made by hereby, the proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance of the securities registered by this Registration Statement. Prices, when determined, may be in U.S. dollars or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. If any debt securities or shares of preferred stock are issued at an original issue discount, then the amount registered will include the principal or liquidation amount of such securities measured by the initial offering price thereof.

 

 

 

 

Table 2: Fee Offset Claims and Sources

 

  Registrant or
Filer Name 		Form
or
Filing
Type 		File
Number 		Initial
Filing
Date 		Filing
Date 		Fee
Offset
Claimed 		Security
Type
Associated
with Fee
Offset
Claimed 		Security
Title
Associated
with Fee
Offset
Claimed 		Unsold
Securities
Associated
with Fee
Offset
Claimed 		Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed 		Fee Paid
with Fee
Offset
Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims                      
Fee Offset Sources                      
Rule 457(p)
Fee Offset Claims Red Robin Gourmet Burgers, Inc. S-3 333-238806 (1) 05/29/2020 $ 4,543.00 Unallocated (Universal) Shelf Unallocated (Universal) Shelf (1)  $ 35,000,000.00  
Fee Offset Sources Red Robin Gourmet Burgers, Inc. S-3 333-238806 (1)   05/29/2020           $ 9,735.00
                       
Rule 457(p) Statement of Withdrawal, Termination, or Completion:

 

1 The Registrant previously filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (the "SEC") on May 29, 2020 (File No. 333-238806) (the "Prior Registration Statement"), which was declared effective on June 10, 2020, which registered an aggregate of $75,000,000 of an indeterminate amount of securities to be offered by the Registrant from time to time. In connection with the Prior Registration Statement, the Registrant paid a filing fee of $9,735. A minimum of $35,000,000 of securities registered on the Prior Registration Statement remain unsold, leaving $4,543 in previously paid fees available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule 457(p) under the Securities Act, the Registrant is using all $4,543 of the unused filing fees to offset the filing fee payable in connection with this filing. Accordingly, only $6,527 in additional registration fees is due to be paid at this time. The Registrant has terminated or completed all offerings that included the unsold securities associated with the claimed offset under the Prior Registration Statement.