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