Sec Form 4 Filing - Taylor Wayne Kent @ Texas Roadhouse, Inc. - 2013-03-05

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
Taylor Wayne Kent
2. Issuer Name and Ticker or Trading Symbol
Texas Roadhouse, Inc. [ TXRH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, CEO
(Last) (First) (Middle)
C/O TEXAS ROADHOUSE, INC., 6040 DUTCHMANS LANE
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2013
(Street)
LOUISVILLE, KY40205
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 03/05/2013 S 43,908 D $ 19.81 ( 1 ) 6,500,000 D
Common Stock 03/06/2013 S 200,000 D $ 19.85 ( 2 ) 6,300,000 D
Common Stock 89,998 I By LD Holdings LLC ( 3 )
Common Stock 03/05/2013 S 150,000 D $ 19.81 ( 1 ) 1,200,000 I By Taylor Family Partners, Ltd. ( 4 )
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
Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Common Stock 70,000 70,000 D
Restricted Stock Units ( 5 ) ( 7 ) ( 7 ) Common Stock 70,000 70,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taylor Wayne Kent
C/O TEXAS ROADHOUSE, INC.
6040 DUTCHMANS LANE
LOUISVILLE, KY40205
X Chairman, CEO
Signatures
/s/ Celia Catlett, by Power of Attorney 03/07/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Weighted average sale price reported. These shares were sold within a range of $19.75 and $19.99. The reporting person will provide upon request by the Commission Staff, the issuer, or security holder, full information regarding the number of shares sold at each separate price.
( 2 )Weighted average sale price reported. These shares were sold within a range of $19.61 and $20.15. The reporting person will provide upon request by the Commission Staff, the issuer, or security holder, full information regarding the number of shares sold at each separate price.
( 3 )The reporting party is the voting manager of LD Holdings LLC, a Kentucky limited liability company. The reporting person disclaims beneficial ownership within the meaning of Rule 16a-1(a) of the Securities Exchange Act of 1934, as amended, of such portion of those shares in which the reporting person has no actual pecuniary interest.
( 4 )Certain members of the reporting party's Immediate Family, as defined in Rule 16a-1(e) of the Securities Exchange Act of 1934, as amended, have a pecuinary interest in Taylor Family Partners, Ltd., a Kentucky limited partnership. The reporting person disclaims beneficial ownership, within the meaning of Rule 16a-1, of such portion of those shares in which the reporting person has no actual pecuniary interest.
( 5 )Each restricted stock unit represents a conditional rights to receive one share of the Company's Common Stock.
( 6 )The restricted stock units vest on January 7, 2014. Delivery of the shares to the reporting person will occur on January 7, 2014, subject to the reporting person's continued service with the Company.
( 7 )The restricted stock units vest on January 7, 2015. Delivery of the shares to the reporting person will occur on January 7, 2015, subject to the reporting person's continued service with the Company.

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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