Cheryl J. Henry - Feb 28, 2022 Form 4 Insider Report for Ruths Hospitality Group, Inc. (RUTH)

Role: President and CEO, Director
Signature: /s/ Marcy Norwood Lynch, Under Power of Attorney
Stock symbol: RUTH
Transactions as of: Feb 28, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/1/2022, 02:00 PM
Previous filing: Dec 27, 2021
Next filing: Mar 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RUTH	Common Stock	Award		+96.6K	+16.78%		673K	Feb 28, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RUTH	Performance Share Units	Award		+96.6K			96.6K	Feb 28, 2022	Common Stock	96.6K		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of shares of restricted stock, granted pursuant to the Company's 2018 Omnibus Incentive Plan, which vest 40% on March 13, 2023, 40% on March 13, 2024, and 20% on March 13, 2025.
F2	Each Performance Share Unit (PSU) represents the right to receive, following vesting, up to 200% of one share of RUTH common stock. The number of PSUs reported assumes target performance. The number of shares of RUTH stock acquired upon vesting of the PSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three year performance period beginning with the first day of the fiscal year of the grant date and ending on the last day of the fiscal year of the second anniversary of the grant date.
F3	Unless earlier forfeited under the terms of the PSU, each PSU vests and converts into no more than 200% of one share of RUTH common stock on March 13, 2025.