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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A 10% Convertible Preferred Stock | (1) | 03/08/2012 | S | 19,817.7128 (2) | (1) | (1) | Common Stock | 6,833,694 (2) | (4) | 0 | D (5) | ||||
| Series A 10% Convertible Preferred Stock | (1) | 03/08/2012 | S | 5,182.2871 (3) | (1) | (1) | Common Stock | 1,786,996 (3) | (4) | 0 | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BRUCKMANN ROSSER SHERRILL & CO III LP C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY 10022 |
X | |||
| BRS Coinvestor III, L.P. C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY 10022 |
X | |||
| BRS GP III, L.P. C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY 10022 |
X | |||
| Bruckmann, Rosser, Sherrill & Co. III, L.L.C. C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY 10022 |
X | |||
| BRS Coinvestor GP III, L.L.C. C/O BRUCKMANN, ROSSER, SHERRILL & CO. INC. 126 EAST 56TH STREET, 29TH FLOOR NEW YORK, NY 10022 |
X | |||
| BRUCKMANN, ROSSER, SHERRILL & CO. III, L.P. By: BRS GP III, L.P., its general partner, By: BRUCKMANN, ROSSER, SHERRILL & CO. III, L.L.C., its general partner By: /s/ Stephen C. Sherrill, Manager | 03/08/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Series A 10% Convertible Preferred Stock was convertible into Common Stock at any time, at the holder's election, and was subject to the terms and conditions of the Securities Purchase Agreement among Ruth's Hospitality Group, Inc., Bruckmann, Rosser, Sherrill & Co. III, L.P. and BRS Coinvestor III, L.P., dated December 22, 2009, and the Certificate of Designations governing the Series A 10% Convertible Preferred Stock, and had no expiration date. |
| (2) | Bruckmann, Rosser, Sherrill & Co. III, L.P. was the direct owner of 19,817.71285 shares of Series A 10% Convertible Preferred Stock, which were convertible into approximately 6,833,694 shares of Common Stock. |
| (3) | BRS Coinvestor III, L.P. was the direct owner of 5,182.28715 shares of Series A 10% Convertible Preferred Stock, which were convertible into approximately 1,786,996 shares of Common Stock. |
| (4) | The sale price of the Series A 10% Convertible Preferred Stock was $2,408.49315 per share. |
| (5) | These securities were held directly by Bruckmann, Rosser, Sherrill & Co. III, L.P., a Delaware limited partnership (the "Fund"), and BRS Coinvestor III, L.P., a Delaware limited partnership (the "Co-Invest Fund"). The sole general partner of the Fund is BRS GP III, L.P., a Delaware limited partnership ("BRS GP III"), of which the sole general partner is Bruckmann, Rosser, Sherrill & Co. III, L.L.C., a Delaware limited liability company ("BRS III"). The sole general partner of the Co-Invest Fund is BRS Coinvestor GP III, L.L.C., a Delaware limited liability company ("BRS Co-Investor GP"). The Reporting Persons are the Fund, the Co-Invest Fund, BRS GP III, BRS III and BRS Co-Investor GP. |
| Remarks: Each of the Reporting Persons disclaimed beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Exhibit List Exhibit 99 - Joint Filer Information | |