Sec Form 4 Filing - Shapiro Jonathan @ RED ROBIN GOURMET BURGERS INC - 2011-02-24

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 Shapiro Jonathan 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 _____ Officer (give title below) X __ Other (specify below) Member of 10% Owner Group (Last) (First) (Middle) 115 LASALLE ST., 27TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2011 (Street) CHICAGO, IL60603 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, par value $0.001 02/24/2011 P 250 A $ 22.39 ( 1 ) 1,305 D Common Stock , par value $0.001 02/24/2011 P 60 A $ 22.39 ( 1 ) 1,365 I As custodian for Wiley D. Shapiro ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shapiro Jonathan 115 LASALLE ST. 27TH FLOOR CHICAGO, IL60603 Member of 10% Owner Group Signatures /s/ Jonathan A. Shapiro 02/28/2011 Signature of Reporting Person Date

Explanation of Responses:

( 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 beneficiallyown. Kovitz Investment Group may be deemed a 10% beneficial owner of the total shares of common stock outstanding of the Issuerpursuant to SEC Rule 16a-1(a)(1) based on its participation in a group pursuant to Section 13(d)(3) of the Securities ExchangeAct of 1934, as amended, and SEC Rule 13d-5(b)(1) thereunder. Shapiro specifically disclaims beneficial ownership of any securitiesbeneficially owned by Kovitz Investment Group except to the extent of his pecuniary interest therein.

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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