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

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1. Name and Address of Reporting Person* Drapkin Matthew A (Last) (First) (Middle) 300 CRESCENT COURT SUITE 1111 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/30/2010	3. Issuer Name and Ticker or Trading Symbol RUBY TUESDAY INC [ RT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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	683,900	I(1)	See Footnote(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (right to buy)	05/09/2011	10/22/2011	Common Stock	200,000	$5	I(2)	See Footnote(3)

Explanation of Responses:

1. Represents shares of common stock ("Common Stock"), par value $0.01 per share, of Ruby Tuesday, Inc. (the "Issuer") directly beneficially owned by BD Partners III, L.P. ("BD Partners III") (87,200 shares), Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP") (174,485 shares), Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.") (30,315 shares), and a managed account (the "Managed Account") (391,900 shares).

2. Represents American-style call options to buy Common Stock directly beneficially owned by Becker Drapkin QP (174,300 underlying shares of Common Stock) and Becker Drapkin, L.P. (25,700 underlying shares of Common Stock).

3. Matthew A. Drapkin ("Mr. Drapkin") may be deemed to beneficially own these securities as he is a co-managing member of BC Advisors, LLC which is the general partner of BD Management, L.P. ("BD Management") (of which Mr. Drapkin is a limited partner), and BD Management is the general partner of, and investment manager for, each of BD Partners III, Becker Drapkin QP and Becker Drapkin, L.P. and provides investment advisory services for the Managed Account. Mr. Drapkin disclaims beneficial ownership in such shares of Common Stock and options except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Andrew S. McLelland, attorney-in-fact	07/06/2011
	** 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).
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