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 *
HARVEY EDWARD T
   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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O QUAD-C MANAGEMENT, INC., 230 EAST HIGH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
08/20/2003
(Street)

CHARLOTTESVILLE, VA 22902		 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, $0.001 par value               0 D  
Common Stock, $0.001 par value 08/20/2003   S   465,385 D $21.15 3,679,177 I(1) By RR Investors, LLC
Common Stock, $0.001 par value 08/20/2003   S   18,615 D $21.15 147,167 I(1) By RR Investors II, LLC

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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
Stock Option $12.55               (2) 09/11/2012 Common Stock 1,000   1,000 D  
Stock Option $17.52               (3) 06/03/2013 Common Stock 1,000   2,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HARVEY EDWARD T
C/O QUAD-C MANAGEMENT, INC.
230 EAST HIGH STREET
CHARLOTTESVILLE, VA 22902		   X   X    

Signatures

 John W. Grant, Attorney-in-Fact   08/22/2003
**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) Mr. Harvey is the president and a director of each of RR Investors, LLC and RR Investors II, LLC and as such, shares voting and dispositive power as to the shares held by RR Investors, LLC and RR Investors II, LLC. In addition, Mr. Harvey has an indirect membership interest in RR Investors, LLC as a holder of a 15.0% membership interest in Quad-C Advisors V, L.L.C., the general partner of the sole member of RR Investors, LLC, Quad-C Partners V, L.P. Mr. Harvey also has an indirect membership interest in RR Investors II, LLC through High Street Holdings, L.C., in which he is manager and has an 80.0% ownership interest. Mr. Harvey disclaims beneficial ownership of these shares except to the extent of Mr. Harvey's pecuniary interest therein.
(2) These options vest and become fully exercisable on the earlier of 9/11/2003 or Red Robin Gourmet Burger Inc.'s first annual meeting of stockholders that occurs more than ten months after 9/11/2002.
(3) These options vest and become fully exercisable on the earlier of 6/3/2004 or Red Robin Gourmet Burgers, Inc.'s first annual meeting of stockholders that occurs more than ten months after 6/3/2003.

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