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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Shapiro Jonathan 115 LASALLE ST. 27TH FLOOR CHICAGO, IL 60603 |
Member of 10% Owner Group |
/s/ Jonathan A. Shapiro | 02/28/2011 | |
**Signature of Reporting Person | Date |
* | 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) | The price reported in column four is a weighted average price for the shares which were purchased in multiple transactions at prices ranging from $22.36 to $22.45. The reporting person undertakes to provide to Red Robin Gourmet Burgers, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price. |
(2) | Purchase as custodian for son under Uniform Transfer to Minors Act. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
Remarks: a) Jonathan A. Shapiro ("Shapiro") is the Vice President and Co-Chief Investment Officer of Kovitz Investment Group, LLC and, accordingly, may be deemed to be the indirect beneficial owner of any shares that Kovitz Investment Group may be deemed to beneficially own. Kovitz Investment Group may be deemed a 10% beneficial owner of the total shares of common stock outstanding of the Issuer pursuant to SEC Rule 16a-1(a)(1) based on its participation in a group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and SEC Rule 13d-5(b)(1) thereunder. Shapiro specifically disclaims beneficial ownership of any securities beneficially owned by Kovitz Investment Group except to the extent of his pecuniary interest therein. |