Lynn S. Schweinfurth - Feb 18, 2022 Form 4 Insider Report for RED ROBIN GOURMET BURGERS INC (RRGB)

Role: CHIEF FINANCIAL OFFICER
Signature: /s/ Michael L. Kaplan, Attorney-in-Fact
Stock symbol: RRGB
Transactions as of: Feb 18, 2022
Transactions value $: -$2,719
Form type: 4
Date filed: 2/23/2022, 03:35 PM
Previous filing: Feb 8, 2022
Next filing: Mar 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RRGB	Common Stock	Tax liability	-$2.72K	-159	-0.31%	$17.10	50.7K	Feb 18, 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On March 19, 2019, the reporting person received a grant of performance share units (PSUs) representing 12,306 shares of the issuer's common stock (at target) under the issuer's 2017 Performance Incentive Plan, as amended. The PSUs cliff vest at the end of a three year performance cycle with the number of PSUs earned determined based on achievement of performance objectives approved by the issuer's Compensation Committee for each year in the performance cycle. On February 5, 2020, the issuer's Compensation Committee determined that the objectives for the first tranche were achieved, resulting in 552 shares being earned by the reporting person, as previously reported. No shares were earned with respect to the second and third tranches. In connection with the vesting of and issuance of such 552 shares, the reporting person sold 159 of such shares to the issuer to satisfy tax withholding obligations. The sale was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, the sale is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.
F2	Includes 24,240 shares subject to vesting and forfeiture restrictions.

Content

On March 19, 2019, the reporting person received a grant of performance share units (PSUs) representing 12,306 shares of the issuer's common stock (at target) under the issuer's 2017 Performance Incentive Plan, as amended. The PSUs cliff vest at the end of a three year performance cycle with the number of PSUs earned determined based on achievement of performance objectives approved by the issuer's Compensation Committee for each year in the performance cycle. On February 5, 2020, the issuer's Compensation Committee determined that the objectives for the first tranche were achieved, resulting in 552 shares being earned by the reporting person, as previously reported. No shares were earned with respect to the second and third tranches. In connection with the vesting of and issuance of such 552 shares, the reporting person sold 159 of such shares to the issuer to satisfy tax withholding obligations. The sale was approved by the issuer's Compensation Committee in accordance with Rule 16b-3(d)(1) of the Exchange Act (the "Act"), and as such, the sale is exempt from Section 16(b) of the Act pursuant to Rule 16b-3(e) promulgated thereunder.

Includes 24,240 shares subject to vesting and forfeiture restrictions.