Sec Form 4 Filing - HOUSEMAN ERIC @ RED ROBIN GOURMET BURGERS INC - 2012-03-09

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
HOUSEMAN ERIC
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)
President and COO
(Last) (First) (Middle)
6312 S. FIDDLER'S GREEN CIRCLE, SUITE 200N
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2012
(Street)
GREENWOOD VILLAGE, CO80111
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/09/2012 M 12,000 A $ 14.98 53,583 D
Common Stock 03/09/2012 M 3,000 A $ 14.93 56,583 D
Common Stock 03/09/2012 S 15,000 D $ 35.055 ( 1 ) 41,583 ( 2 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Employee Stock Option (Right to Buy) $ 14.98 03/09/2012 M 12,000 01/31/2007( 3 ) 01/29/2013 Common Stock 12,000 $ 0 0 D
Employee Stock Option (Right to Buy) $ 14.93 03/09/2012 M 3,000 ( 4 ) 02/24/2019 Common Stock 3,000 $ 0 13,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOUSEMAN ERIC
6312 S. FIDDLER'S GREEN CIRCLE
SUITE 200N
GREENWOOD VILLAGE, CO80111
President and COO
Signatures
/s/ Annita M. Menogan, Attorney-in-Fact 03/12/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $35.00 to $35.18, inclusive. The Reporting Person undertakes to provide to 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 within the range set forth in this footnote.
( 2 )Includes 13,116 restricted stock units and 1,500 shares of restricted stock that are subject to vesting and forfeiture restrictions.
( 3 )The option is fully vested.
( 4 )The option exercised is a portion of the grant to the reporting person made on 2/24/2009 under the issuer's Amended and Restated 2007 Performance Incentive Plan. 25% of the option vested on 2/24/2010, and thereafter 75% of the option vests in 36 substantially equal monthly installments, with the first installment vesting on 3/24/2010 and an additional installment vesting on the same day of each of the 35 months thereafter. As of March 9, 2012, 12,000 shares of common stock underlying the option had vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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