SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

HENRY CHERYL JANET

(Last)

(First)

(Middle)

C/O RUTH'S HOSPITALITY GROUP, INC.

1030 W. CANTON AVENUE, STE. 100

(Street)

WINTER PARK

32789

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2011

3. Issuer Name and Ticker or Trading Symbol
Ruths Hospitality Group, Inc. [ RUTH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Branding Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	60,000⁽¹⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	06/04/2017	Common Stock	20,000	$18.58	D
Employee Stock Option (right to buy)	⁽³⁾	08/09/2017	Common Stock	1,077	$17.17	D

Explanation of Responses:

1. Represents (a) 25,000 shares of restricted stock granted pursuant to the company's 2005 Long-Term Equity Incentive Plan, which vest pro rata on an annual basis over a five-year period following the date of grant, February 28, 2008 (since the grant date, 15,000 of the 25,000 shares have vested) and (b) 35,000 shares of restricted stock granted pursuant to the company's 2005 Long-Term Equity Incentive Plan, all of which will cliff vest on May 25, 2013, the three-year anniversary of the grant.

2. Options vest and become exercisable pro rata on an annual basis over a five-year period following the date of grant, June 4, 2007. Since the grant date, 16,000 of the 20,000 options have vested and are now exercisable.

3. Options vest and become exercisable pro rata on an annual basis over a five-year period following the date of grant, August 9, 2007. Since the grant date, 861 of the 1,077 options have vested and are now exercisable.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ James S. Rowe, under Power of Attorney	02/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.