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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/13/19 Vintage Capital Management LLC SC 13D/A 2:61K Red Robin Gourmet Burgers Inc Toppan Vintage/FA Brian R. Kahn Kahn Capital Management, LLC |
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial HTML 29K
Ownership
2: EX-99.1 Exhibit 1 HTML 10K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Red
Robin Gourmet
Burgers, Inc.
(Name of Issuer)
Common
Stock, par value
$0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Vintage Capital Management, LLC
4705 S. Apopka Vineland Road, Suite 206
(407) 909-8015
With a copy to:
Russell L. Leaf
Jared
N. Fertman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 75689M101 | 13D | Page 2 of 9 |
| (1) |
NAMES OF REPORTING PERSONS |
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨ (b) ¨
|
| (3) | SEC USE ONLY |
| (4) | SOURCE OF FUNDS (see instructions) OO |
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER |
| 0 shares | ||
| (8) | SHARED VOTING POWER | |
| 1,500,000 shares | ||
| (9) | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| (10) | SHARED DISPOSITIVE POWER | |
| 1,500,000 shares |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 shares |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% |
| (14) | TYPE OF REPORTING PERSON (see instructions) OO |
C:
| - C: 2 - |
| CUSIP No. 75689M101 | 13D | Page 3 of 9 |
| (1) |
NAMES OF REPORTING PERSONS |
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨ (b) ¨
|
| (3) | SEC USE ONLY |
| (4) | SOURCE OF FUNDS (see instructions) OO |
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ |
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER |
| 0 shares | ||
| (8) | SHARED VOTING POWER | |
| 1,500,000 shares | ||
| (9) | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| (10) | SHARED DISPOSITIVE POWER | |
| 1,500,000 shares |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 shares |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% |
| (14) | TYPE OF REPORTING PERSON (see instructions) OO |
C:
| - 3 - |
| CUSIP No. 75689M101 | 13D | Page 4 of 9 |
| (1) | NAMES OF REPORTING PERSONS Brian R. Kahn |
|
| (2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨ (b) ¨
| |
| (3) | SEC USE ONLY | |
| (4) | SOURCE OF FUNDS (see instructions) OO | |
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨ | |
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER |
| 0 shares | ||
| (8) | SHARED VOTING POWER | |
| 1,500,000 shares | ||
| (9) | SOLE DISPOSITIVE POWER | |
| 0 shares | ||
| (10) | SHARED DISPOSITIVE POWER | |
| 1,500,000 shares |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 shares |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% |
| (14) | TYPE OF REPORTING PERSON (see instructions) IN |
C:
| - 4 - |
Explanatory Note
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on May 9, 2019, as amended, by the Reporting Persons relating to the Common Stock of the Issuer (as so amended, the “Initial Statement”). Information reported in the Initial Statement remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Initial Statement. All references in the Initial Statement and this Amendment to the “Statement” will be deemed to refer to the Initial Statement as amended and supplemented by this Amendment.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is hereby amended and supplemented to include the following:
On June 13, 2019, Vintage Capital sent a letter (the “June 13 Letter”) to the Board of Directors of the Issuer (the “Board”), stating, among other things, that Vintage Capital believes that the Board should immediately commence a comprehensive review of strategic alternatives, including an auction of the Issuer, and that Vintage is prepared to call a special meeting of shareholders to remove some or all of the current members of the Board if the Board does not promptly commit publicly to commencing a fulsome and transparent review of strategic alternatives.
The foregoing summary of the June 13 Letter is qualified in its entirety by the full text of the June 13 Letter, which is filed as Exhibit 1 to this Schedule 13D, and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of this Schedule 13D is hereby amended and supplemented to add the following exhibit:
Exhibit 1. Letter to the Board of Directors of Red Robin Gourmet Burgers, Inc., dated June 13, 2019.
C:
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 13, 2019
| VINTAGE CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Brian R. Kahn | ||
| Name: Brian R. Kahn | |||
| Title: Manager | |||
| KAHN CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Brian R. Kahn | ||
| Name: Brian R. Kahn | |||
| Title: Manager | |||
| /s/ Brian R. Kahn | |||
C:
| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/13/19 | |||
| 5/9/19 | SC 13D | |||
| List all Filings | ||||