UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Red Robin Gourmet Burgers, Inc.
-------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
------------------------------
(Title of Class of Securities)
75689m101
---------
(CUSIP Number)
December 31, 2006
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 5 Pages
Page 2 of 5 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
PEQUOT CAPITAL MANAGEMENT, INC.
06-1524885
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
CONNECTICUT
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person (See Instructions)
IA, CO
Page 3 of 5 Pages
Item 1(a) Name of Issuer:
Red Robin Gourmet Burgers, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
6312 S Fiddler's Green Circle, Suite 200N, Greenwood Village,
CO 80111
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Pequot Capital
Management, Inc. (the "Reporting Person").
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of the Reporting
Person is 500 Nyala Farm Road, Westport, CT, 06880.
Item 2(c) Citizenship:
Pequot Capital Management, Inc. is a Connecticut corporation.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value per share (the "Common Stock").
Item 2(e) CUSIP Number:
75689m101
Item 3. This statement is filed pursusant to Rule 13d-1(b)(1)(ii)(E).
The Reporting Person is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership:
Ownership as of December 31, 2006 is incorporated herein by
reference from items (5) - (9) and (11) of the cover page of
the Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the Reporting Person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Page 4 of 5 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose or with the effect
of changing or influencing the control of the issuer of such
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 14, 2007 PEQUOT CAPITAL MANAGEMENT, INC.
By: /s/ Aryeh Davis
----------------------------------------
Name: Aryeh Davis
Title: Chief Operating Officer, General Counsel
and Secretary