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4//SEC Filing

Cooper Carla 4

Accession 0001437749-23-017444

CIK 0001324272other

Filed

Jun 13, 8:00 PM ET

Accepted

Jun 14, 5:18 PM ET

Size

7.0 KB

Accession

0001437749-23-017444

Insider Transaction Report

Form 4
Period: 2023-06-14
Cooper Carla
Director
Transactions
  • Disposition to Issuer

    Common Stock

    2023-06-1410,4960 total
  • Disposition from Tender

    Common Stock

    2023-06-14$21.50/sh51,829$1,114,3240 total
Footnotes (2)
  • [F1]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.
  • [F2]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.

Issuer

Ruths Hospitality Group, Inc.

CIK 0001324272

Entity typeother

Related Parties

1
  • filerCIK 0001330613

Filing Metadata

Form type
4
Filed
Jun 13, 8:00 PM ET
Accepted
Jun 14, 5:18 PM ET
Size
7.0 KB