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 | -$482K | -22.4K | -100% | $21.50 | 0 | Jun 14, 2023 | Direct | F1 |
transaction | RUTH | Common Stock | Disposed to Issuer | -10.5K | -100% | 0 | Jun 14, 2023 | Direct | F1, F2 |
Robin P. Selati is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
Id | Content |
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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. |