Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Mirdamadi Susan
2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2018
3. Issuer Name and Ticker or Trading Symbol
Ruths Hospitality Group, Inc. [RUTH]
(Last)
(First)
(Middle)
1030 W CANTON AVE STE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP Chief Services Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WINTER PARK, FL 
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 125,145 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mirdamadi Susan
1030 W CANTON AVE STE 100
WINTER PARK, FL 
      SVP Chief Services Officer  

Signatures

/s/ Alice G. Givens, under Power of Attorney 02/15/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents shares of restricted stock granted pursuant to the Company's 2005 Long-Term Equity Incentive Plan as follows: (i) 1,090 shares which vest on 3/9/2018; (ii) 50,000 shares which vest 25% on each of 6/15/2018, 6/15/2019, 6/15/2020 and 6/15/2021; (iii) 6,254 shares which vest on 3/3/2018; (iv) 1,508 shares which vest on 3/3/2018 and 1,511 shares which vest on 3/3/2019; (v) 5,403 shares which vest on 3/11/2019; (vi) 4,240 shares which vest one-third on each of 3/11/2018, 3/11/2019 and 3/11/2020; and (vii) 15,000 shares which vest 25% on each of 4/25/2020, 4/25/2021, 4/25/2022 and 4/25/2023.

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