0001437749-23-017440.txt : 20230614
0001437749-23-017440.hdr.sgml : 20230614
20230614171639
ACCESSION NUMBER: 0001437749-23-017440
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230614
FILED AS OF DATE: 20230614
DATE AS OF CHANGE: 20230614
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Perry Marie
CENTRAL INDEX KEY: 0001418423
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51485
FILM NUMBER: 231015035
MAIL ADDRESS:
STREET 1: 26745 MALIBU HILLS RD
CITY: CALABASAS
STATE: CA
ZIP: 91301
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ruths Hospitality Group, Inc.
CENTRAL INDEX KEY: 0001324272
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 721060618
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1224
BUSINESS ADDRESS:
STREET 1: 1030 W. CANTON AVENUE
STREET 2: SUITE 100
CITY: WINTER PARK
STATE: FL
ZIP: 32789
BUSINESS PHONE: (407) 333-7440
MAIL ADDRESS:
STREET 1: 1030 W. CANTON AVENUE
STREET 2: SUITE 100
CITY: WINTER PARK
STATE: FL
ZIP: 32789
FORMER COMPANY:
FORMER CONFORMED NAME: Ruths Chris Steak House, Inc.
DATE OF NAME CHANGE: 20050419
4
1
rdgdoc.xml
FORM 4
X0407
4
2023-06-14
1
0001324272
Ruths Hospitality Group, Inc.
RUTH
0001418423
Perry Marie
C/O RUTH'S HOSPITALITY GROUP, INC.
1030 W. CANTON AVENUE, STE. 100
WINTER PARK
FL
32789
1
0
Common Stock
2023-06-14
4
U
0
16557
21.50
D
0
D
Common Stock
2023-06-14
4
D
0
10496
D
0
D
Pursuant to that certain Agreement and Plan of Merger, dated as of May 2, 2023 (the "Merger Agreement"), by and among Darden Restaurants, Inc., Ruby Acquisition Corporation and Ruth's Hospitality Group, Inc. (the "Company"), these shares of common stock were tendered prior to the Offer Expiration Time (as defined in the Merger Agreement) and disposed of at the Effective Time (as defined in the Merger Agreement) in exchange for the right to receive a cash payment of $21.50, without interest and less any applicable withholding taxes.
Pursuant to the Merger Agreement, each of the Company's restricted stock units (the "RSUs") outstanding, whether vested or unvested as of immediately prior to the Effective Time, automatically became fully vested, cancelled and converted into and became the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the Merger Consideration (as defined in the Merger Agreement) by (ii) the total number of shares of Company common stock subject to such RSU.
/s/ Marcy Norwood Lynch, Under Power of Attorney
2023-06-14