Sec Form 4 Filing - Becker Steven R @ RUBY TUESDAY INC - 2012-08-08

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 Becker Steven R 2. Issuer Name and Ticker or Trading Symbol RUBY TUESDAY INC [ RT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 CRESCENT COURT, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2012 (Street) DALLAS, TX75201 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 08/08/2012 P 81,322 ( 5 ) A $ 6.4663 692,362 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock 08/08/2012 P 10,946 ( 6 ) A $ 6.4663 105,506 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) Common Stock 08/08/2012 P 7,732 ( 7 ) A $ 6.4663 119,932 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 7 ) Common Stock 08/09/2012 P 63,044 ( 5 ) A $ 6.5408 755,406 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock 08/09/2012 P 8,482 ( 6 ) A $ 6.5408 113,988 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) Common Stock 08/10/2012 P 22,035 ( 5 ) A $ 6.4859 777,441 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock 08/10/2012 P 2,965 ( 6 ) A $ 6.4859 116,953 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 6 ) Common Stock 436,900 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 8 ) Common Stock 10,974 D ( 1 ) ( 2 ) ( 3 ) ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Becker Steven R 500 CRESCENT COURT, SUITE 230 DALLAS, TX75201 X Signatures Steven R. Becker /s/ Ashley Sekimoto, Name: Ashley Sekimoto Title: Attorney-in-Fact 08/10/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is filed by and on behalf of Steven R. Becker. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners III, L.P. ("BD Partners III"), Mr. Becker and a managed account (the "Managed Account") are the direct beneficial owners of the shares of common stock covered by this statement. Becker Drapkin Management, L.P. ("BD Management") is the general partner of, and the investment manager for, each of QP Fund, LP Fund and BD Partners III and provides investment advisory services for the Managed Account. BD Management may be deemed to indirectly beneficially own the shares of common stock beneficially owned by QP Fund, LP Fund, BD Partners III and the Managed Account. (Continued in footnote 2) ( 2 )(Continued from footnote 1) BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BD Management. Mr. Becker is a co-managing member of BC Advisors, and, in such capacity, he may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BC Advisors. ( 3 )Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Becker is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any shares of common stock covered by this statement. Mr. Becker disclaims beneficial ownership of the shares of common stock covered by this statement, except to the extent of his pecuniary interest therein. ( 4 )Mr. Becker may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Mr. Becker declares that neither the filing of this statement nor anything herein shall be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. ( 5 )Represents shares directly beneficially owned by QP Fund. ( 6 )Represents shares directly beneficially owned by LP Fund. ( 7 )Represents shares directly beneficially owned by BD Partners III. ( 8 )Represents shares directly beneficially owned by the Managed Account.

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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