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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | |
Kovitz Mitchell 115 S. LASALLE ST., 27TH FLOOR CHICAGO, IL 60603 |
X |
By: /s/ Mitchell A. Kovitz | 01/03/2011 | |
**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 $21.67 to $21.88. 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) | Kovitz is a general partner in an investment club that functions as a general partnership and, accordingly, may be deemed to be the indirect beneficial owner of the shares of the Issuer owned by such general partnership. Kovitz specifically disclaims beneficial ownership of any securities beneficially owned by such general partnership except to the extent of his pecuniary interest therein. |
(3) | Kovitz is a trustee of certain trusts and, accordingly, may be deemed to be the indirect beneficial owner of the shares of the Issuer owned by such trusts. Kovitz specifically disclaims beneficial ownership of any securities beneficially owned by such trusts except to the extent of his pecuniary interest therein. |
(4) | The price reported in column four is a weighted average price for the shares which were purchased in multiple transactions at prices ranging from $21.64 to $21.68. 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. |
(5) | Kovitz is a trustee of Kovitz Investment Group's employee retirement plan (the "Retirement Plan") and, accordingly, may be deemed to be the indirect beneficial owner of shares owned by the Retirement Plan. Kovitz specifically disclaims beneficial ownership of any securities beneficially owned by the Retirement Plan except to the extent of his pecuniary interest therein. |
Remarks: (a) Mitchell A. Kovitz ("Kovitz") is the Chief Executive Officer and Co-Chief Investment Officer of Kovitz Investment Group, LLC ("Kovitz Investment Group") 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. Kovitz specifically disclaims beneficial ownership of any securities beneficially owned by Kovitz Investment Group except to the extent of his pecuniary interest therein. |