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Filing Details

Accession Number:: 0001179110-13-003492
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-02-25 20:04:48
Reporting Period:: 2013-02-21

Filing Date:: 2013-02-25
Accepted Time:: 2013-02-25 20:04:48
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1171759	Red Robin Gourmet Burgers Inc	RRGB	Retail-Eating Places (5812)	841573084

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1349040	M Annita Menogan	6312 S. Fiddler'S Green Circle Suite 200N Greenwood Village CO 80111	Chief Legal Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2013-02-21	94	$41.82	16,860	No	4	F	Direct
Common Stock	Acquisiton	2013-02-22	500	$34.71	17,360	No	4	M	Direct
Common Stock	Acquisiton	2013-02-22	500	$35.46	17,860	No	4	M	Direct
Common Stock	Disposition	2013-02-22	1,000	$42.73	16,860	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	F	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2013-02-22	500	$0.00	500	$34.71
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2013-02-22	500	$0.00	500	$35.46

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,559		2021-06-24	No	4	M	Direct
5,114		2022-02-21	No	4	M	Direct

Footnotes

In connection with the vesting of 296 time-based restricted stock units, which were granted on February 21, 2012 under the issuer's Second Amended and Restated 2007 Performance Incentive Plan, the reporting person sold 94 of such shares to the issuer to satisfy her tax withholding obligations. The sale was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, the sale is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.
The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $42.709 to $42.76, 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 sold at each separate price within the range set forth in this footnote.
Includes 6,380 restricted stock units and 750 shares of restricted stock that are subject to vesting and forfeiture restrictions.
The option exercised is a portion of the grant to the reporting person made on 6/24/2011 under the issuer's Second Amended and Restated 2007 Performance Incentive Plan. 25% of the option vested on 6/24/2012, and thereafter 75% of the option vest in 36 substantially equal monthly installments, with the first installment vesting on the same day of the month following the month in which the first anniversary of the award date occurred and an additional installment vesting on the same day of each of the 36 months thereafter. As of February 22, 2013, 2,003 shares of common stock underlying the option had vested.
The option exercised is a portion of the grant to the reporting person made on 2/21/2012 under the issuer's Second Amended and Restated 2007 Performance Incentive Plan. 25% of the option vests on each of the first, second, third and fourth anniversaries of the grant. As of February 22, 2013, 1,403 shares of common stock underlying the option had vested.