4//SEC Filing
Makula David 4
Accession 0001181431-11-024484
CIK 0001171759other
Filed
Apr 17, 8:00 PM ET
Accepted
Apr 18, 7:29 PM ET
Size
28.2 KB
Accession
0001181431-11-024484
Insider Transaction Report
Form 4
Oak Street Capital Management, LLC
10% Owner
Transactions
- Award
Common Stock
2011-04-14+397→ 1,373,363 total(indirect: See footnotes) - Award
Director Stock Option (right to buy)
2011-04-14+5,000→ 5,000 total(indirect: See footnotes 2 and 6)Exercise: $27.28Exp: 2021-04-14→ Common Stock (5,000 underlying)
Makula David
10% Owner
Transactions
- Award
Director Stock Option (right to buy)
2011-04-14+5,000→ 5,000 total(indirect: See footnotes 2 and 6)Exercise: $27.28Exp: 2021-04-14→ Common Stock (5,000 underlying) - Award
Common Stock
2011-04-14+397→ 1,373,363 total(indirect: See footnotes)
Oak Street Capital SPV 1 LP
10% Owner
Transactions
- Award
Common Stock
2011-04-14+397→ 1,373,363 total(indirect: See footnotes) - Award
Director Stock Option (right to buy)
2011-04-14+5,000→ 5,000 total(indirect: See footnotes 2 and 6)Exercise: $27.28Exp: 2021-04-14→ Common Stock (5,000 underlying)
Oak Street Capital Master Fund, Ltd.
10% Owner
Transactions
- Award
Common Stock
2011-04-14+397→ 1,373,363 total(indirect: See footnotes) - Award
Director Stock Option (right to buy)
2011-04-14+5,000→ 5,000 total(indirect: See footnotes 2 and 6)Exercise: $27.28Exp: 2021-04-14→ Common Stock (5,000 underlying)
Footnotes (6)
- [F1]Represents a grant of restricted stock units under the issuer's Amended and Restated 2007 Performance Incentive Plan to Mr. Makula. Each restricted stock unit, once vested, will entitle Mr. Makula to receive one share of the issuer's common stock ("Shares"). The units vest in three substantially equal installments on the first, second and third anniversaries of the date of grant, and the Shares underlying the units will be distributed to Mr. Makula in three substantially equal installments on the third, fourth and fifth anniversaries of the date of grant, unless earlier pursuant to the terms of the award agreement.
- [F2]Mr. Makula is a member of the issuer's board of directors. Oak Street Capital Management, LLC ("Capital Management") is the general partner of Oak Street Capital SPV 1 LP ("SPV Fund") and the sole investment manager of Oak Street Capital Master Fund, Ltd. ("Master Fund"). The principal business of Capital Management is serving as the investment manager of the SPV Fund, the Master Fund and various managed accounts (the "Oak Street Accounts"). Mr. Makula is the sole manager and sole member of Capital Management. Capital Management, the SPV Fund, the Master Fund and Mr. Makula shall be referred to herein as the "Reporting Persons."
- [F3]As of April 14, 2011, Capital Management had an indirect pecuniary interest in 1,372,966 Shares, which consisted of (i) 494,424 Shares directly held by the SPV Fund; (ii) 861,334 Shares directly held by the Master Fund; and (iii) 17,208 Shares directly held by other Oak Street Accounts. As of April 14, 2011, Mr. Makula had a pecuniary interest in 1,373,363 Shares, which consisted of (i) a direct pecuniary interest in 397 restricted stock units directly held by him, as discussed in footnote 1 of this statement; and (ii) an indirect pecuniary interest in the 1,372,966 Shares in which Capital Management had a direct pecuniary interest.
- [F4]Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- [F5]The options vest and become exercisable in equal monthly installments over the 24-month period following the date of grant.
- [F6]The options were issued directly to Mr. Makula.
Issuer
RED ROBIN GOURMET BURGERS INC
CIK 0001171759
Entity typeother
Related Parties
1- filerCIK 0001508046
Filing Metadata
- Form type
- 4
- Filed
- Apr 17, 8:00 PM ET
- Accepted
- Apr 18, 7:29 PM ET
- Size
- 28.2 KB