Kristy Chipman - 14 Jun 2023 Form 4 Insider Report for Ruths Hospitality Group, Inc.

Reporting relationship: EVP, CFO and COO
Issuer ticker: N/A
Reported as of: 14 Jun 2023
Net transaction value: -$203,046
SEC form: 4
Accepted by SEC: 14 Jun 2023, 17:15:16 UTC
Prior SEC filing: 15 Mar 2023
Next SEC filing: 18 Jul 2023
Source filing: View source filing
Reporting owner signature: /s/ Marcy Norwood Lynch, Under Power of Attorney

Key filing fact

Kristy Chipman filed Form 4 for Ruths Hospitality Group, Inc. on 14 Jun 2023.

Key facts

This page summarizes Kristy Chipman's Form 4 filing for Ruths Hospitality Group, Inc..
3 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 14 Jun 2023, 17:15.

Change

Previous filing in this sequence was filed on 15 Mar 2023.
Current net transaction value: -$203,046.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RUTH transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $203,046
Shares: -9,444
Change %: -100%
Price: $21.50
Shares after: 0
Date: 14 Jun 2023
Ownership: Direct
Footnotes: F1

RUTH transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -83,685
Change %: -100%
Price
Shares after: 0
Date: 14 Jun 2023
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RUTH transaction Derivative

Performance Share Units

Disposed to Issuer

Transaction value
Shares: -77,415
Change %: -100%
Price
Shares after: 0
Date: 14 Jun 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 77,415
Exercise price
Footnotes: F1, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Kristy Chipman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.