HOUSEMAN ERIC 4
4 · RED ROBIN GOURMET BURGERS INC · Filed Mar 6, 2013
Insider Transaction Report
Form 4
HOUSEMAN ERIC
P/ Chief Operating Officer
Transactions
- Tax Payment
Common Stock
2013-03-04$44.36/sh−2,999$133,036→ 41,777 total - Sale
Common Stock
2013-03-05$44.62/sh−9,000$401,580→ 41,777 total - Exercise/Conversion
Employee Stock Option (Right to Buy)
2013-03-05−9,000→ 4,000 totalExercise: $14.93Exp: 2019-02-24→ Common Stock (9,000 underlying) - Tax Payment
Common Stock
2013-03-04$44.36/sh−423$18,764→ 42,096 total - Award
Common Stock
2013-03-04+2,680→ 44,776 total - Exercise/Conversion
Common Stock
2013-03-05$14.93/sh+9,000$134,370→ 50,777 total
Footnotes (6)
- [F1]In connection with the vesting of 1,325 time-based restricted stock units which were granted on March 2, 2010 under the issuer's Amended and Restated 2007 Performance Incentive Plan, the reporting person sold 423 of such shares to the issuer to satisfy his 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.
- [F2]Represents the acquisition of an additional 2,680 performance-based restricted stock units that vested on March 2, 2013, based upon the issuer's performance relative to certain total shareholder return objectives. The number of units that vested was 140% of the target number of 6,700 units. The terms of the original grant are set forth in the Form 4 filed for the reporting person on March 4, 2010.
- [F3]In connection with the vesting of 9,380 performance-based restricted stock units which were granted on March 2, 2010 under the issuer's Amended and Restated 2007 Performance Incentive Plan, the reporting person sold 2,999 of such shares to the issuer to satisfy his 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.
- [F4]The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $44.60 to $44.85, 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.
- [F5]Includes 5,860 restricted stock units that are subject to vesting and forfeiture restrictions.
- [F6]The option is fully vested.