Marcy Norwood Lynch - Jun 14, 2023 Form 4 Insider Report for Ruths Hospitality Group, Inc. (RUTH)

Role: SVP, General Counsel
Signature: /s/ Marcy Norwood Lynch
Stock symbol: RUTH
Transactions as of: Jun 14, 2023
Transactions value $: -$220,268
Form type: 4
Date filed: 6/14/2023, 05:14 PM
Previous filing: Mar 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RUTH	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$220K	-10.2K	-100%	$21.50	0	Jun 14, 2023	Direct	F1
transaction	RUTH	Common Stock	Disposed to Issuer		-46.8K	-100%		0	Jun 14, 2023	Direct	F1, F2

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	Disposed to Issuer		-40.8K	-100%		0	Jun 14, 2023	Common Stock	40.8K		Direct	F1, F3

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

Marcy Norwood Lynch is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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 unit awards (the "RSAs") 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 RSA.
F3	Pursuant to the Merger Agreement, each of the Performance Share Units (the "PSUs") 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 by (ii) the total number of shares of Company common stock subject to such PSU, with the achievement of the performance-based vesting metrics applicable to each PSU based on achievement of the applicable performance metrics as specified in the applicable award agreement.