Unassociated Document

0001140361-11-035841.txt : 20110706 0001140361-11-035841.hdr.sgml : 20110706 20110706160234 ACCESSION NUMBER: 0001140361-11-035841 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110701 FILED AS OF DATE: 20110706 DATE AS OF CHANGE: 20110706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Becker Steven R CENTRAL INDEX KEY: 0001349005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12454 FILM NUMBER: 11953244 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RUBY TUESDAY INC CENTRAL INDEX KEY: 0000068270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 630475239 STATE OF INCORPORATION: GA FISCAL YEAR END: 1007 BUSINESS ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 BUSINESS PHONE: 2053443000 MAIL ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC/ DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON INC /DE/ DATE OF NAME CHANGE: 19920703 4 1 doc1.xml FORM 4 X0303 4 2011-07-01 0 0000068270 RUBY TUESDAY INC RT 0001349005 Becker Steven R 300 CRESCENT COURT SUITE 1111 DALLAS TX 75201 1 0 0 0 Common Stock 2011-07-01 4 X 0 200000 5.0000 A 883900 I See Footnote Call Option (right to buy) 5.000 2011-07-01 4 X 0 2000 0 D 2011-05-09 2011-10-22 Common Stock 200000 0 I See Footnote Represents shares of common stock ("Common Stock"), par value $0.01 per share, of Ruby Tuesday, Inc. (the "Issuer") directly beneficially owned by Becker Drapkin partners (QP), L.P. ("Becker Drapkin QP") (174,300 shares) and Becker Drapkin partners, L.P. ("Becker Drapkin, L.P.") (25,700 shares). Represents shares of Common Stock directly beneficially owned by BD Partners III, L.P. ("BD Partners III") (87,200 shares), Becker Drapkin QP (348,785 shares, including Becker Drapkin QP's shares described in footnote 1), Becker Drapkin, L.P. (56,015 shares, including Becker Drapkin, L.P.'s shares described in footnote 1), and a managed account (the "Managed Account") (391,900 shares). Represents American-style call options to buy Common Stock that, until exercise, were directly beneficially owned by Becker Drapkin QP (1,743 options for 174,300 shares) and Becker Drapkin, L.P. (257 options for 25,700 shares). Steven R. Becker ("Mr. Becker") may be deemed to have beneficially owned these call options until exercise, and upon exercise of the call options to beneficially own these shares, as he is a co-managing member of BC Advisors, LLC which is the general partner of BD Management, L.P. ("BD Management") (of which Mr. Becker is a limited partner), and BD Management is the general partner of, and investment manager for, each of BD Partners III, Becker Drapkin QP and Becker Drapkin, L.P. and provides investment advisory services for the Managed Account. Mr. Becker disclaims beneficial ownership in such options and such shares of Common Stock except to the extent of his pecuniary interest therein. /s/ Andrew S. McLelland, attorney-in-fact 2011-07-06 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document

Exhibit 24.1

Power of Attorney

July 19, 2010

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

This letter confirms that each and any of Richard J. Birns, Andrew S. McLelland, and Michael S. Grisolia is authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf and on behalf of each entity for which I may sign such filings. This authorization and designation shall be valid until either revoked in writing by the undersigned or until three years from the date of this letter.

Very truly yours,

/s/ Steven R. Becker

Steven R. Becker