SEC FORM 4

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

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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^*

Martin John

(Last)

(First)

(Middle)

8215 ROSWELL ROAD

BUILDING 600

(Street)

ATLANTA

30350

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RARE HOSPITALITY INTERNATIONAL INC [ RARE ]

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

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Vice President		President-Capital Grille

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2007		M		2,106	A	$16.02	13,471	D
Common Stock	05/08/2007		M		2,989	A	$17.38	16,460	D
Common Stock	05/08/2007		M		775	A	$15.61	17,235	D
Common Stock	05/08/2007		S		5,470	D	$30.2	11,765	D
Common Stock	05/08/2007		S		400	D	$30.25	11,365	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$16.02	05/08/2007		M			2,060	04/01/2003⁽¹⁾	04/01/2012	Common Stock	2,060	$0	0	D
Non-Qualified Stock Option (right to buy)	$16.02	05/08/2007		M			46	04/01/2003⁽²⁾	04/01/2012	Common Stock	46	$0	0	D
Incentive Stock Option (right to buy)	$17.38	05/08/2007		M			2,292	07/01/2003⁽³⁾	07/01/2012	Common Stock	2,292	$0	0	D
Non-Qualified Stock Option (right to buy)	$17.38	05/08/2007		M			697	07/01/2003⁽⁴⁾	07/01/2012	Common Stock	697	$0	0	D
Incentive Stock Option (right to buy)	$15.6133	05/08/2007		M			376	09/30/2003⁽⁵⁾	09/30/2012	Common Stock	376	$0	0	D
Non-Qualified Stock Option (right to buy)	$15.6133	05/08/2007		M			399	09/30/2003⁽⁶⁾	09/30/2012	Common Stock	399	$0	0	D

Explanation of Responses:

1. 2,121 options vested and became exercisable on April 1, 2003; 2,060 options vested and became exercisable on April 1, 2004; and 2,060 options vested and became exercisable on April 1, 2005.

2. 15 options vested and became exercisable on April 1, 2003; 15 options vested and became exercisable on April 1, 2004; and 16 options vested and became exercisable on April 1, 2005.

3. 357 options vested and became exercisable on July 1, 2003; 1,024 options vested and became exercisable on July 1, 2004; and 1,026 options vested and became exercisable on July 1, 2005.

4. 697 options vested and became exercisable on July 1, 2003.

5. 120 options vested and became exercisable on September 30, 2004; and 256 options vested and became exercisable on September 30, 2005.

6. 263 options vested and became exercisable on September 30, 2003; and 136 options vested and became exercisable on September 30, 2004.

	John Martin, by W. Douglas Benn, Attorney-in-Fact	05/10/2007
	** 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).
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