FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Carley Stephen E.
   2. Issuer Name and Ticker or Trading Symbol
RED ROBIN GOURMET BURGERS INC [RRGB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
6312 S. FIDDLER'S GREEN CIRCLE, SUITE 200N		 3. Date of Earliest Transaction (Month/Day/Year)
09/13/2013
(Street)

GREENWOOD VILLAGE, CO 80111		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/13/2013   F   1,989 (1) D $ 68.92 39,755 D  
Common Stock 09/13/2013   A   24,504 (2) A $ 0 39,181 I See footnote (3)
Common Stock 09/13/2013   F   18,836 (4) D $ 68.92 19,388 (5) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Carley Stephen E.
6312 S. FIDDLER'S GREEN CIRCLE
SUITE 200N
GREENWOOD VILLAGE, CO 80111		   X     Chief Executive Officer  

Signatures

 /s/ Douglas L. Christman, Attorney-in-Fact   09/16/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the vesting of 5,000 time-based restricted stock units which were granted on September 13, 2010 under the issuer's Amended and Restated 2007 Performance Incentive Plan, the reporting person sold 1,989 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. The net 3,011 shares were transferred to The Carley Family Trust and are now held indirectly; such shares are reflected in column 5 of the line below.
(2) Represents the acquisition of an additional 24,504 performance-based restricted stock units that vested on September 13, 2013, based upon the issuer's performance relative to certain total shareholder return objectives. The number of units that vested was 220.3125% of the target number of 20,367 units. The terms of the original grant are set forth in the Form 4 filed for the reporting person on September 14, 2010.
(3) The shares are held indirectly by the reporting person as co-trustee of The Carley Family Trust.
(4) In connection with the vesting of 44,871 performance-based restricted stock units which were granted on September 13, 2010 under the issuer's Amended and Restated 2007 Performance Incentive Plan, the reporting person sold 18,836 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. The net 26,035 shares were transferred to The Carley Family Trust and are now held indirectly; such shares are reflected in column 5 of the line above.
(5) Includes 18,388 restricted stock units subject to vesting and forfeiture restrictions.

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