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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RUBY TUESDAY INC [ RT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/01/2011 | X | 200,000(1) | A | $5 | 883,900 | I(2) | See Footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Call Option (right to buy) | $5 | 07/01/2011 | X | 2,000 | 05/09/2011 | 10/22/2011 | Common Stock | 200,000 | $0 | 0 | I(3) | See Footnote(4) |
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 Becker Drapkin partners (QP), L.P. ("Becker Drapkin QP") (174,300 shares) and Becker Drapkin partners, L.P. ("Becker Drapkin, L.P.") (25,700 shares). |
2. Represents shares of Common Stock directly beneficially owned by BD Partners III, L.P. ("BD Partners III") (87,200 shares), Becker Drapkin QP (348,785 shares, including Becker Drapkin QP's shares described in footnote 1), Becker Drapkin, L.P. (56,015 shares, including Becker Drapkin, L.P.'s shares described in footnote 1), and a managed account (the "Managed Account") (391,900 shares). |
3. Represents American-style call options to buy Common Stock that, until exercise, were directly beneficially owned by Becker Drapkin QP (1,743 options for 174,300 shares) and Becker Drapkin, L.P. (257 options for 25,700 shares). |
4. Steven R. Becker ("Mr. Becker") may be deemed to have beneficially owned these call options until exercise, and upon exercise of the call options to beneficially own these shares, 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. Becker 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. Becker disclaims beneficial ownership in such options and such shares of Common Stock 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 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. |