Ruth’s Hospitality Group, Inc.

(Name of Issuer)

Comon Stock, no par value

(Title of Class of Securities)

783332109

(CUSIP Number)

February 14, 2014

(Date of Event Which Requires Filing of this Statement)

	o Rule 13d-l(b)
	x Rule 13d-l(c)
	o Rule 13d-l(d)

 

 

 

1.	Names of Reporting Persons
	MFP Partners, L.P.(1)
	c/o MFP Investors LLC
	667 Madison Avenue, 25th Floor
	New York, NY 10065
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	o (a)
	o  (b)
3.	SEC Use Only
4.	Citizenship or Place of Organization       Delaware
		5.	Sole Voting Power
Number of
Shares		6.	Shared Voting Power       1,404,200
Beneficially
Owned by Each
Reporting Person		7.	Sole Dispositive Power
With:
		8.	Shared Dispositive Power       1,404,200
9.	Aggregate Amount Beneficially Owned by Each Reporting Person       1,404,200
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)       3.9%
12.	Type of Reporting Person (See Instructions)
	PN

 

 

1.	Names of Reporting Persons
	MFP Investors LLC(1)
	667 Madison Avenue, 25th Floor
	New York, NY 10065
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	o  (a)
	o  (b)
3.	SEC Use Only
4.	Citizenship or Place of Organization       Delaware
		5.	Sole Voting Power
Number of
Shares		6.	Shared Voting Power       1,404,200
Beneficially
Owned by Each
Reporting Person		7.	Sole Dispositive Power
With:
		8.	Shared Dispositive Power       1,404,200
9.	Aggregate Amount Beneficially Owned by Each Reporting Person       1,404,200
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)       3.9%
12.	Type of Reporting Person (See Instructions)
	IA

 

 

1.	Names of Reporting Persons
	Michael F. Price(1)
	c/o MFP Investors LLC
	667 Madison Avenue, 25th Floor
	New York, NY 10065
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	o  (a)
	o  (b)
3.	SEC Use Only
4.	Citizenship or Place of Organization       United States of America
		5.	Sole Voting Power
Number of
Shares		6.	Shared Voting Power       1,404,200
Beneficially
Owned by Each
Reporting Person		7.	Sole Dispositive Power
With:
		8.	Shared Dispositive Power       1,404,200
9.	Aggregate Amount Beneficially Owned by Each Reporting Person       1,404,200
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)       3.9%
12.	Type of Reporting Person (See Instructions)
	IN

 

 

Item 1.
		(a)		Name of Issuer
				Ruth’s Hospitality Group, Inc.
		(b)		Address of Issuer's Principal Executive Offices
				500 International Parkway, Suite 100
				Heathrow, FL 32746
				USA
Item 2.
		(a)		Name of Person Filing
				MFP Partners, L.P.
				MFP Investors LLC
				Michael F. Price
		(b)		Address of Principal Business Office or, if none, Residence
				667 Madison Avenue, 25th Floor
				New York, NY 10065
		(c)		Citizenship
				MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware.  Michael F. Price is a citizen of the United States of America.
		(d)		Title of Class of Securities
				Comon Stock, no par value
		(e)		CUSIP Number
				783332109
Item 3.		If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
		Not applicable.
Item 4.		Ownership.
		MFP Partners, L.P. has the shared power to vote 1,404,200 shares (3.9%) of the common stock of the issuer.  As the general partner of MFP Partners, L.P., MFP Investors LLC is deemed to own 1,404,200 shares (3.9%) of the common stock of the issuer.  As the Managing Member of MFP Investors LLC, Michael F. Price is deemed to have the shared power to vote 1,404,200 shares (3.9%) of the common stock of the issuer.
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
		MFP Investors LLC manages investments for clients, including MFP Partners, L.P., none of which beneficially owns more than 5% of the shares of common stock.
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
		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

 

	February 14, 2014
	Date
	MFP Partners, L.P.
	/s/ Michael F. Price
	Signature
	Name:	Michael F. Price
	Title:	Managing Partner
	MFP Investors LLC
	/s/ Michael F. Price
	Signature
	Name:	Michael F. Price
	Title:	Managing Member
	MICHAEL F. PRICE
	/s/ Michael F. Price
	Signature
	Name:	Michael F. Price

Exhibit
Number		Title
1		Joint Filing Agreement dated February 10, 2012 among the Reporting Persons

 

 

 

 

 

 

Page 7 of 7 pages

 

	MFP Partners, L.P.
	/s/ Michael F. Price
	Signature
	Name:	Michael F. Price
	Title:	Managing Partner
	MFP Investors LLC
	/s/ Michael F. Price
	Signature
	Name:	Michael F. Price
	Title:	Managing Member
	MICHAEL F. PRICE
	/s/ Michael F. Price
	Signature
	Name:	Michael F. Price

 

 

 

Page 8 of 8 pages