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 *
Kaplan Michael L.
  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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal Officer
(Last)
(First)
(Middle)
6312 S. FIDDLER'S GREEN CIRCLE, SUITE 200N
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2020
(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 02/05/2020   A   96 (1) A $ 0 7,976 D  
Common Stock 02/05/2020   A   335 (2) A $ 0 8,311 (3) 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
Kaplan Michael L.
6312 S. FIDDLER'S GREEN CIRCLE
SUITE 200N
GREENWOOD VILLAGE, CO 80111
      Chief Legal Officer  

Signatures

 /s/ Michael L. Kaplan   02/06/2020
**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) On March 15, 2018, the reporting person received a grant of performance share units (PSUs) representing 2,145 shares of the issuer's common stock (at target). The PSUs cliff vest at the end of a three year performance cycle, generally subject to the reporting person's continued employment through the applicable vesting date, with the number of PSUs earned and issued determined based on achievement of performance objectives approved by the issuer's compensation committee for each year in the performance cycle. On February 5, 2020, the compensation committee determined that the objectives for the second tranche (2019) were achieved at a level resulting in 96 shares being earned by the reporting person. The shares issued will not vest until the end of the three year performance cycle on December 27, 2020.
(2) On March 19, 2019, the reporting person received a grant of performance share units (PSUs) representing 7,486 shares of the issuer's common stock (at target). The PSUs cliff vest at the end of a three year performance cycle, generally subject to the reporting person's continued employment through the applicable vesting date, with the number of PSUs earned and issued determined based on achievement of performance objectives approved by the issuer's compensation committee for each year in the performance cycle. On February 5, 2020, the compensation committee determined that the objectives for the first tranche (2019) were achieved at a level resulting in 335 shares being earned by the reporting person. The shares issued will not vest until the end of the three year performance cycle on December 26, 2021.
(3) Includes 5,387 restricted stock units subject to vesting and forfeiture restrictions.

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