SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Drapkin Matthew A

(Last) (First) (Middle)
500 CRESCENT COURT, SUITE 230

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RUBY TUESDAY INC [ RT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2012
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/08/2012 P 81,322(5) A $6.4663 692,362 I See Footnotes(1)(2)(3)(4)(5)
Common Stock 08/08/2012 P 10,946(6) A $6.4663 105,506 I See Footnotes(1)(2)(3)(4)(6)
Common Stock 08/08/2012 P 7,732(7) A $6.4663 119,932 I See Footnotes(1)(2)(3)(4)(7)
Common Stock 08/09/2012 P 63,044(5) A $6.5408 755,406 I See Footnotes(1)(2)(3)(4)(5)
Common Stock 08/09/2012 P 8,482(6) A $6.5408 113,988 I See Footnotes(1)(2)(3)(4)(6)
Common Stock 08/10/2012 P 22,035(5) A $6.4859 777,441 I See Footnotes(1)(2)(3)(4)(5)
Common Stock 08/10/2012 P 2,965(6) A $6.4859 116,953 I See Footnotes(1)(2)(3)(4)(6)
Common Stock 436,900 I See Footnotes(1)(2)(3)(4)(8)
Common Stock 10,974 D(1)(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This statement is filed by and on behalf of Matthew A. Drapkin. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners III, L.P. ("BD Partners III"), Mr. Drapkin and a managed account (the "Managed Account") are the direct beneficial owners of the shares of common stock covered by this statement. Becker Drapkin Management, L.P. ("BD Management") is the general partner of, and the investment manager for, each of QP Fund, LP Fund and BD Partners III and provides investment advisory services for the Managed Account. BD Management may be deemed to indirectly beneficially own the shares of common stock beneficially owned by QP Fund, LP Fund, BD Partners III and the Managed Account. (Continued in footnote 2)
2. (Continued from footnote 1) BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BD Management. Mr. Drapkin is a co-managing member of BC Advisors, and, in such capacity, he may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BC Advisors.
3. Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Drapkin is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any shares of common stock covered by this statement. Mr. Drapkin disclaims beneficial ownership of the shares of common stock covered by this statement, except to the extent of his pecuniary interest therein.
4. Mr. Drapkin may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Mr. Drapkin declares that neither the filing of this statement nor anything herein shall be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
5. Represents shares directly beneficially owned by QP Fund.
6. Represents shares directly beneficially owned by LP Fund.
7. Represents shares directly beneficially owned by BD Partners III.
8. Represents shares directly beneficially owned by the Managed Account.
MATTHEW A. DRAPKIN, /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 08/10/2012
** 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 4 (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.