X0306 4 2016-02-23 0 0001324272 Ruths Hospitality Group, Inc. RUTH 0001449428 Toomy Kevin W C/O RUTH'S HOSPITALITY GROUP, INC. 1030 W. CANTON AVENUE, STE. 100 WINTER PARK FL 32789 0 1 0 0 P&COO- Ruth's Chris Steak Hse Common Stock 2016-02-23 4 S 0 21249 16.71 D 181246 D Common Stock 2016-02-24 4 M 0 20000 2.32 A 201246 D Employee stock option (right to buy) 2.32 2016-02-24 4 M 0 20000 0.00 D 2018-10-30 Common Stock 20000 15000 D The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.64 to $16.79, inclusive. The reporting person further undertakes to provide upon request by the Commission staff, Ruth's Hospitality Group, Inc., or a security holder of Ruth's Hospitality Group, Inc., full information regarding the number of shares sold at each separate price. The option, representing a right to purchase a total of 100,000 shares, became exercisable in five equal annual installments beginning on October 30, 2009, which was the first anniversary of the date on which the option was granted. /s/ James S. Rowe, under Power of Attorney 2016-02-25