FORM 4 (continued)
Reporting Person: Robert J. Merullo
Issuer and Trading Symbol: Red Robin Gourmet Burgers, Inc. (RRGB)
Statement for June 16, 2005

The registered holder and direct beneficial owner of the Class A common stock of Red Robin Gourmet Burgers, Inc. ("Issuer") that is the subject
of the variable prepaid forward reported in Table II is Robert J. Merullo ("Seller").

RRGB is the trading symbol of the Class A common stock. The Class A common stock is voting stock traded on the NASDAQ.

(1) The transaction is a variable prepaid forward in which Seller is the forward seller of the underlying stock. For more details, see Item (6)
below.

(2) $58.16 is the Floor Price and $69.792 is the Cap Price. For more details, see Item (6) below.

(3) The variable prepaid forward is a single contract for the forward sale of a stated number of underlying shares. For more details, see Item
(6) below.

(4) In respect of the variable prepaid forward the aggregate prepayment price, rounded to the nearest dollar, the maximum number of shares to
be delivered at maturity, the minimum number of shares to be delivered at maturity, rounded to the nearest whole share, the maximum
price per share and the minimum price per share are as shown in the following table.

Aggregate
Prepayment Price
$1,013,147.20

Maximum Number of
Shares to be Delivered
20,000

Minimum Number of
Shares to be Delivered
16,667

Maximum Price
Per Share
$60.78883

Minimum Price
Per Share
$50.65736

(5) Seller entered into another variable prepaid forward on the common stock of the Issuer in August 2004, which was reported on a separate Form 4.
The August 2004 transaction along with the transaction reported in Table II reflect the entire position of Seller in variable prepaid forwards on
common stock of Issuer at the end of June 16, 2005.

(6) With effect on the date shown on Table II, column 3, Seller entered into a variable prepaid forward securities contract and a related pledge
agreement with an unaffiliated third party buyer. The contract relates to 20,000 shares of the Class A common stock of Issuer.

At the time that the parties entered into the variable prepaid forward the buyer paid the seller an agreed upon sum as the prepayment price
of the shares to be delivered at the maturity of the Contract (see Item (4) above). The price per share is indeterminate until the number of
shares sold is determined at maturity, but a maximum and a minimum price per share for each Contract can be computed (see Item (4)
above).

On the maturity date Seller will deliver a number of shares of Class A common stock determined as follows (the Final Price being the
price per Share at which Seller is able to execute transactions eliminating its hedge position in respect of the transaction): (a) if the Final
Price is less than the Floor Price, the entire number of shares to which the Contract relates ("Number of Shares"); (b) if the Final Price is
less than or equal to the Cap Price and greater than or equal to the Floor Price, a number of shares equal to the Floor Price divided by the
Final Price and the result multiplied by the Number of Shares; and (c) if the Final Price is greater than the Cap Price, a number of Shares
equal to

        Floor Price + (Final Price + Cap Price) X Number of Shares
        ______________________________________
                        Final Price

Each Contract also provides that any cash dividends paid before the maturity date will be retained by or paid over to the buyer as
collateral, that the Floor Price and the Cap Price may be reduced by the amounts of any cash dividends, and that the Number of Shares, the
Floor Price and the Cap Price are subject to certain other adjustments. Seller has delivered the Number of Shares to the buyer pursuant to
the pledge agreement to secure its obligations under the Contract but will retain all voting rights in the shares to which the Contract relates
before the maturity date thereof.

The Contract may be cash-settled at the option of the buyer. The settlement amount is the Final Price multiplied by the number of Shares
to be delivered.

RED ROBIN GOURMET BURGERS INC 4