SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

RUBIO’S RESTAURANTS, INC.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

78116B102

(CUSIP Number)

Steven E. Hartman
Levine Leichtman Capital Partners IV, L.P.
335 N. Maple Drive, Suite 240
Los Angeles, CA 90210
(310) 275-5335 Richard J. Welch, Esq.
Bingham McCutchen LLP
355 South Grand Avenue, 44th Floor
Los Angeles, CA 90071
(213) 680-6499

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

December 23, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

CUSIP No.   78116B102

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (this “Amendment”) reflects changes to the information in the Schedule 13D relating to the common stock, par value $0.001 per share, of Rubio’s Restaurants, Inc., a Delaware corporation, (the “Company”), jointly filed by Levine Leichtman Capital Partners IV, L.P., Levine Leichtman Capital Partners IV-Amicus Fund, L.P., LLCP Partners IV GP, LLC, Levine Leichtman Capital Partners, Inc., Arthur E. Levine and Lauren B. Leichtman (collectively, the “Reporting Persons”) on October 21, 2009 (the “Schedule 13D”).  This Amendment is being filed to report that, on December 23, 2009, an amendment to the Letter Agreement, filed herewith as Exhibit 10.4, was executed.

Each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.  Except as specifically set forth herein, the Schedule 13D remains unmodified.

Item 6.            Purpose of Transaction.

Item 6 of the Schedule 13D is hereby amended by adding the following new paragraph after the third paragraph of such Item:

“On December 23, 2009, the parties to the Letter Agreement entered into an amendment to the Letter Agreement to extend from December 30, 2009 to March 31, 2010 the date on which the Meruelo Group, on the one hand, and LLCP, on the other hand, may first unilaterally terminate the Letter Agreement for any reason.”

Item 7.            Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Exhibit	Description
10.1	Letter Agreement, dated October 13, 2009, by and among Levine Leichtman Capital Partners, Inc. and the Meruelo Group (incorporated by reference to Exhibit 10.1 of the Schedule 13D/A filed with the Commission on October 15, 2009 by Alex Meruelo Living Trust and certain other reporting persons (the “Meruelo Schedule 13D/A”))
10.2	Proposal Letter submitted to the Company by the Meruelo Group and Levine Leichtman Capital Partners, Inc. on October 13, 2009 (incorporated by reference to Exhibit 10.2 of the Meruelo Schedule 13D/A)
10.3	Proposed Exclusivity Agreement submitted to the Company by the Meruelo Group and Levine Leichtman Capital Partners, Inc. on October 13, 2009 (incorporated by reference to Exhibit 10.3 of the Meruelo Schedule 13D/A)

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10.4	Amendment to Letter Agreement, dated December 23, 2009, by and among Levine Leichtman Capital Partners, Inc. and the Meruelo Group
99.1	Joint Reporting Agreement, dated October 21, 2009, among Levine Leichtman Capital Partners IV, L.P., Levine Leichtman Capital Partners IV-Amicus Fund, L.P., LLCP Partners IV GP, LLC, Levine Leichtman Capital Partners, Inc., Arthur E. Levine and Lauren B. Leichtman (incorporated by reference to Exhibit 99.1 of the Schedule 13D filed by the Reporting Persons on October 21, 2009)

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

December 24, 2009

LEVINE LEICHTMAN CAPITAL PARTNERS IV, L.P.,
a Delaware limited partnership
	By:	LLCP Partners IV GP, LLC,
		a Delaware limited liability company, its General Partner
			By:	Levine Leichtman Capital Partners, Inc.,
				a California corporation, its Manager
			By:	/s/ Steven E. Hartman
				Steven E. Hartman
				Vice President
LEVINE LEICHTMAN CAPITAL PARTNERS IV-AMICUS FUND, L.P.,
a Delaware limited partnership
	By:	LLCP Partners IV GP, LLC,
		a Delaware limited liability company, its General Partner
			By:	Levine Leichtman Capital Partners, Inc.,
				a California corporation, its Manager
			By:	/s/ Steven E. Hartman
				Steven E. Hartman
				Vice President
LLCP PARTNERS IV GP, LLC,
a Delaware limited liability company
	By:	Levine Leichtman Capital Partners, Inc.,
		a California corporation, its Manager
			By:	/s/ Steven E. Hartman
				Steven E. Hartman
				Vice President

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LEVINE LEICHTMAN CAPITAL PARTNERS, INC., a California corporation
By:	/s/ Steven E. Hartman
	Steven E. Hartman
	Vice President
/s/ Arthur E. Levine
ARTHUR E. LEVINE
/s/ Lauren B. Leichtman
LAUREN B. LEICHTMAN

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EXHIBIT INDEX

Exhibit	Description
10.4	Amendment to Letter Agreement, dated December 23, 2009, by and among Levine Leichtman Capital Partners, Inc. and the Meruelo Group

6

EX-10.4

Exhibit 10.4

AMENDMENT TO LETTER AGREEMENT

Reference is made to that certain letter agreement dated as of October 13, 2009 (the “Letter Agreement”) by and among Levine Leichtman Capital Partners, Inc. (“LLCP”), Alex Meruelo, Meruelo Enterprises, Inc., the Alex Meruelo Living Trust and Luis Armona.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Letter Agreement.

The parties to the Letter Agreement have determined that it is necessary to amend Section 12 of the Letter Agreement to provide that:

The date that either Alex Meruelo (on behalf of the Meruelo Parties) or LLCP may terminate the Letter Agreement (but with respect to the Meruelo Parties, not their obligations under Sections 4 through 15, each of which shall survive any termination of the Letter Agreement) upon written notice to such other party is extended from December 30, 2009 to March 31, 2010 (the “Outside Termination Date”), provided however, if a merger agreement is entered into with the Company with respect to the transactions contemplated by the Letter Agreement, the Outside Termination Date shall mean the earlier of the date that such merger is consummated or the date on which such merger agreement is terminated by mutual agreement of the parties thereto or in accordance with its terms.

The parties hereto have executed this Amendment to the Letter Agreement on this 23rd day of December, 2009.

[Signature page follows]

LLCP
Levine Leichtman Capital Partners, Inc.
By:	/s/ Lauren B. Leichtman
Lauren B. Leichtman, Chief Executive Officer
MERUELO PARTIES
Alex Meruelo
	/s/ Alex Meruelo
Meruelo Enterprises, Inc.
By:	/s/ Alex Meruelo
	Name:	Alex Meruelo
	Title:	President
Alex Meruelo Living Trust
By:	/s/ Alex Meruelo
	Name:	Alex Meruelo
	Title:	Trustee
Luis Armona
	/s/ Luis Armona