SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kovitz Mitchell

(Last)

(First)

(Middle)

115 S. LASALLE ST., 27TH FLOOR

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RED ROBIN GOURMET BURGERS INC [ RRGB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2010

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	12/29/2010		P		700	A	$21.72⁽¹⁾	700	D
Common Stock, par value $0.001	12/29/2010		P		82	A	$21.72⁽¹⁾	782	I	By The Seven Figure Investment Club⁽²⁾
Common Stock, par value $0.001	12/29/2010		P		1,375	A	$21.72⁽¹⁾	2,157	I	By Mitchell Kovitz Rev. Trust⁽³⁾
Common Stock, par value $0.001	12/29/2010		P		700	A	$21.72⁽¹⁾	2,857	I	By Sari A Kovitz Rev Trust⁽³⁾
Common Stock, par value $0.001	12/30/2010		P		982	A	$21.66⁽⁴⁾	3,839	I	By Kovitz Mgmt. Corp. Employee Retirement Plan⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in column four is a weighted average price for the shares which were purchased in multiple transactions at prices ranging from $21.67 to $21.88. The reporting person undertakes to provide to Red Robin Gourmet Burgers, Inc. (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 purchased at each separate price.

2. Kovitz is a general partner in an investment club that functions as a general partnership and, accordingly, may be deemed to be the indirect beneficial owner of the shares of the Issuer owned by such general partnership. Kovitz specifically disclaims beneficial ownership of any securities beneficially owned by such general partnership except to the extent of his pecuniary interest therein.

3. Kovitz is a trustee of certain trusts and, accordingly, may be deemed to be the indirect beneficial owner of the shares of the Issuer owned by such trusts. Kovitz specifically disclaims beneficial ownership of any securities beneficially owned by such trusts except to the extent of his pecuniary interest therein.

4. The price reported in column four is a weighted average price for the shares which were purchased in multiple transactions at prices ranging from $21.64 to $21.68. The reporting person undertakes to provide to Red Robin Gourmet Burgers, Inc. (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 purchased at each separate price.

5. Kovitz is a trustee of Kovitz Investment Group's employee retirement plan (the "Retirement Plan") and, accordingly, may be deemed to be the indirect beneficial owner of shares owned by the Retirement Plan. Kovitz specifically disclaims beneficial ownership of any securities beneficially owned by the Retirement Plan except to the extent of his pecuniary interest therein.

Remarks:

(a) Mitchell A. Kovitz ("Kovitz") is the Chief Executive Officer and Co-Chief Investment Officer of Kovitz Investment Group, LLC ("Kovitz Investment Group") and, accordingly, may be deemed to be the indirect beneficial owner of any shares that Kovitz Investment Group may be deemed to beneficially own. Kovitz Investment Group may be deemed a 10% beneficial owner of the total shares of common stock outstanding of the Issuer pursuant to SEC Rule 16a-1(a)(1) based on its participation in a group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and SEC Rule 13d-5(b)(1) thereunder. Kovitz specifically disclaims beneficial ownership of any securities beneficially owned by Kovitz Investment Group except to the extent of his pecuniary interest therein.

	By: /s/ Mitchell A. Kovitz	01/03/2011
	** 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).
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