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

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1. Name and Address of Reporting Person^*

Briley Linda Sue

(Last)

(First)

(Middle)

C/O RUBY TUESDAY, INC.

150 WEST CHURCH AVENUE

(Street)

MARYVILLE

37801

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2016

3. Issuer Name and Ticker or Trading Symbol
RUBY TUESDAY INC [ RT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CFO

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)
$0.01 Par Common	3,245⁽¹⁾	D
$0.01 Par Common	2,961⁽²⁾	D
$0.01 Par Common	3,584⁽³⁾	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)
Stock Option (Right to Buy)	08/04/2015⁽⁴⁾	08/24/2021	$0.01 Par Common	7,743	$5.91	D

Explanation of Responses:

1. These shares of service-based restricted stock will vest one-half on each of July 21, 2016 and July 21, 2017 and are further subject to a six-month holding period.

2. These shares of service-based restricted stock will cliff vest on February 4, 2017 and are further subject to a six-month holding period.

3. These restricted stock units were granted under the Issuer's Stock Incentive Plan (the "Plan") and are scheduled to vest in one-third increments on each of August 23, 2016, August 23, 2017 and August 23, 2018, subject to the terms of the Plan and the applicable award agreement issued thereunder.

4. The option vests in one-third increments on each of August 4, 2015, August 4, 2016 and August 4, 2017.

	/s/ Linda Sue Briley	06/08/2016
	** 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.
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