4//SEC Filing
Makula David 4
Accession 0001179110-11-012597
CIK 0001171759other
Filed
Aug 23, 8:00 PM ET
Accepted
Aug 24, 6:09 PM ET
Size
13.8 KB
Accession
0001179110-11-012597
Insider Transaction Report
Form 4
Makula David
10% Owner
Transactions
- Sale
Common Stock
2011-08-22$29.28/sh−86,628$2,536,719→ 189,160 total(indirect: See footnotes 1, 4 and 6.) - Sale
Common Stock
2011-08-23$28.96/sh−13,000$376,542→ 176,160 total(indirect: See Notes 1, 5 and 6.)
Holdings
- 5,000
Director Stock Option (right to buy)
Exercise: $27.28Exp: 2021-04-14→ Common Stock (5,000 underlying)
Oak Street Capital Management, LLC
10% Owner
Transactions
- Sale
Common Stock
2011-08-23$28.96/sh−13,000$376,542→ 176,160 total(indirect: See Notes 1, 5 and 6.) - Sale
Common Stock
2011-08-22$29.28/sh−86,628$2,536,719→ 189,160 total(indirect: See footnotes 1, 4 and 6.)
Holdings
- 5,000
Director Stock Option (right to buy)
Exercise: $27.28Exp: 2021-04-14→ Common Stock (5,000 underlying)
Oak Street Capital Master Fund, Ltd.
10% Owner
Transactions
- Sale
Common Stock
2011-08-22$29.28/sh−86,628$2,536,719→ 189,160 total(indirect: See footnotes 1, 4 and 6.) - Sale
Common Stock
2011-08-23$28.96/sh−13,000$376,542→ 176,160 total(indirect: See Notes 1, 5 and 6.)
Holdings
- 5,000
Director Stock Option (right to buy)
Exercise: $27.28Exp: 2021-04-14→ Common Stock (5,000 underlying)
Footnotes (6)
- [F1]Mr. Makula is a member of the issuer's board of directors. Oak Street Capital Management, LLC ("Capital Management") is the sole investment manager of Oak Street Capital Master Fund, Ltd. ("Master Fund"). The principal business of Capital Management is serving as the investment manager of the Master Fund and various managed accounts (the "Oak Street Accounts"). Mr. Makula is the sole manager and sole member of Capital Management. Capital Management, the Master Fund and Mr. Makula shall be referred to herein as the "Reporting Persons."
- [F2]The options vest and become exercisable in equal monthly installments over the 24-month period following the date of grant.
- [F3]The price reported is a weighted average price. The Shares were sold in multiple transactions at prices ranging from $28.9000 to $29.7699, inclusive. The Reporting Persons undertake 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.
- [F4]As of August 22, 2011, Capital Management had an indirect pecuniary interest in 186,891 Shares, which consisted of (i) 176,099 Shares directly held by the Master Fund and (ii) 10,792 Shares directly held by other Oak Street Accounts. As of August 22, 2011, Mr. Makula had a pecuniary interest in 189,160 Shares, which consisted of (i) a direct pecuniary interest in 2,269 restricted stock units directly held by him under the issuer's Second Amended and Restated 2007 Performance Incentive Plan; and (ii) an indirect pecuniary interest in the 186,891 Shares in which Capital Management had an indirect pecuniary interest.
- [F5]As of August 23, 2011, Capital Management had an indirect pecuniary interest in 173,891 Shares, which consisted of (i) 164,009 Shares directly held by the Master Fund and (ii) 9,882 Shares directly held by other Oak Street Accounts. As of August 23, 2011, Mr. Makula had a pecuniary interest in 176,160 Shares, which consisted of (i) a direct pecuniary interest in 2,269 restricted stock units directly held by him under the issuer's Second Amended and Restated 2007 Performance Incentive Plan; and (ii) an indirect pecuniary interest in the 173,891 Shares in which Capital Management had an indirect pecuniary interest.
- [F6]Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
Documents
Issuer
RED ROBIN GOURMET BURGERS INC
CIK 0001171759
Entity typeother
Related Parties
1- filerCIK 0001508046
Filing Metadata
- Form type
- 4
- Filed
- Aug 23, 8:00 PM ET
- Accepted
- Aug 24, 6:09 PM ET
- Size
- 13.8 KB