| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act
of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
| 6312 SOUTH FIDDLER'S GREEN CIRCLE |
|
(Street)
| GREENWOOD VILLAGE |
CO |
80111 |
|
2. Date of Event Requiring Statement
(Month/Day/Year)
10/30/2018
|
3. Issuer Name
and
Ticker or Trading Symbol
RED ROBIN GOURMET BURGERS INC
[
RRGB
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Accounting Officer |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|
Common Stock
|
619
(1)
|
D
|
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Employee Stock Option (Right to Buy)
|
|
02/24/2027 |
Common Stock
|
1,218
|
47
|
D
|
|
|
Employee Stock Option (Right to Buy)
|
|
03/15/2028 |
Common Stock
|
1,144
|
61.25
|
D
|
|
| Explanation of Responses: |
|
|
|
|
/s/ Michael L. Kaplan, Attorney-in-Fact |
11/08/2018 |
|
** Signature of Reporting Person |
Date |
| 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
I hereby make, constitute and appoint each of the Chief Executive
Officer, Chief Financial Officer, Chief Legal Officer, and the
Deputy, Associate and Assistant General Counsels of Red Robin
Gourmet Burgers Inc. (the "Company"), who at the time of acting
pursuant to this Power of Attorney is each acting singly, as my
true and lawful attorney-in-fact to:
(1) prepare, sign, acknowledge, deliver and file for me and on my
behalf, Forms 3, 4 and 5 and any amendments thereof in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "1934 Act") and the rules of the Securities and
Exchange Commission ("SEC"),with respect to securities or
contracts of (or with respect to) the Company, and Form ID or
other information to secure an access and any other code and/or
CIK number to permit my filing via EDGAR;
(2) do and perform any and all acts for me and on my behalf which
may be necessary or desirable to complete any such Form 3, 4 or 5
and file in any authorized manner such form and this power of
attorney with the SEC and any stock exchange or similar
authority;
(3) seek or obtain, as my representative and on my behalf,
information concerning transactions in or with respect to the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, knowing that I
hereby authorize any such person to release any such information
to the attorney-in fact and approve any such release of
information; and
(4) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to me, in my best interest, or legally
required of me, it being understood that the documents executed
by such attorney-in-fact on my behalf pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-
in-fact's discretion. I hereby grant to each such attorney-in-
fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
This Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without independent
verification of such information. I further acknowledge that the
foregoing attorneys-in-fact, in serving in such capacity at my
request, are not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the 1934 Act or any
liability I may have with respect to transactions reported or
reportable thereunder. All prior actions taken by each such
attorney-in-fact which are consistent with the authority
conferred hereby are ratified and approved. This Power of
Attorney shall remain in full force and effect until I am no
longer required to file Section 16 reports with respect to my
holdings of and transactions in or involving securities issued by
the Company, or earlier if I revoke it in a signed writing
delivered to each of the foregoing attorneys-in-fact.
October 30, 2018
/s/ Dave Hansen__________________
Dave Hansen
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