Sec Form 4 Filing - BRUCKMANN ROSSER SHERRILL & CO III LP @ Ruths Hospitality Group, Inc. - 2012-03-08

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 BRUCKMANN ROSSER SHERRILL & CO III LP 2. Issuer Name and Ticker or Trading Symbol Ruths Hospitality Group, Inc. [ RUTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BRUCKMANN, ROSSER, SHERRILL & CO., INC. 126 EAST 56TH STREET, 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2012 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Series A 10% Convertible Preferred Stock ( 1 ) 03/08/2012 S 19,817.7128 ( 2 ) ( 1 ) ( 1 ) Common Stock 6,833,694 ( 2 ) ( 4 ) 0 D ( 5 ) Series A 10% Convertible Preferred Stock ( 1 ) 03/08/2012 S 5,182.2871 ( 3 ) ( 1 ) ( 1 ) Common Stock 1,786,996 ( 3 ) ( 4 ) 0 D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BRUCKMANN ROSSER SHERRILL & CO III LP C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY10022 X BRS Coinvestor III, L.P. C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY10022 X BRS GP III, L.P. C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY10022 X Bruckmann, Rosser, Sherrill & Co. III, L.L.C. C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY10022 X BRS Coinvestor GP III, L.L.C. C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY10022 X Signatures BRUCKMANN, ROSSER, SHERRILL & CO. III, L.P. By: BRS GP III, L.P., its general partner, By: BRUCKMANN, ROSSER, SHERRILL & CO. III, L.L.C., its general partner By: /s/ Stephen C. Sherrill, Manager 03/08/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A 10% Convertible Preferred Stock was convertible into Common Stock at any time, at the holder's election, and was subject to the terms and conditions of the Securities Purchase Agreement among Ruth's Hospitality Group, Inc., Bruckmann, Rosser, Sherrill & Co. III, L.P. and BRS Coinvestor III, L.P., dated December 22, 2009, and the Certificate of Designations governing the Series A 10% Convertible Preferred Stock, and had no expiration date. ( 2 )Bruckmann, Rosser, Sherrill & Co. III, L.P. was the direct owner of 19,817.71285 shares of Series A 10% Convertible Preferred Stock, which were convertible into approximately 6,833,694 shares of Common Stock. ( 3 )BRS Coinvestor III, L.P. was the direct owner of 5,182.28715 shares of Series A 10% Convertible Preferred Stock, which were convertible into approximately 1,786,996 shares of Common Stock. ( 4 )The sale price of the Series A 10% Convertible Preferred Stock was $2,408.49315 per share. ( 5 )These securities were held directly by Bruckmann, Rosser, Sherrill & Co. III, L.P., a Delaware limited partnership (the "Fund"), and BRS Coinvestor III, L.P., a Delaware limited partnership (the "Co-Invest Fund"). The sole general partner of the Fund is BRS GP III, L.P., a Delaware limited partnership ("BRS GP III"), of which the sole general partner is Bruckmann, Rosser, Sherrill & Co. III, L.L.C., a Delaware limited liability company ("BRS III"). The sole general partner of the Co-Invest Fund is BRS Coinvestor GP III, L.L.C., a Delaware limited liability company ("BRS Co-Investor GP"). The Reporting Persons are the Fund, the Co-Invest Fund, BRS GP III, BRS III and BRS Co-Investor GP.

Remarks: Each of the Reporting Persons disclaimed beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Exhibit List Exhibit 99 - Joint Filer Information

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