Arne G. Haak Form 4 Ruths Hospitality / Arne G. Haak ownership change

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^*

Haak Arne G.

(Last) (First) (Middle)

1030 W. CANTON AVE. STE 100

(Street)

WINTER PARK FL 32789

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ruths Hospitality Group, Inc. [ RUTH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer / EVP

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2018

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	03/09/2018		F		1,482(1)	D	$24.9	330,431	D
Common Stock	03/11/2018		F		1,312(1)	D	$24.9	329,119	D
Common Stock	03/13/2018		A		6,690	A	$0(2)	335,809	D
Common Stock	03/13/2018		A		7,576	A	$0(3)	343,385	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported disposition represents the withholding of shares to cover tax obligations arising from the vesting of restricted stock.

2. Consists of shares of restricted stock, granted pursuant to the Company's Amended and Restated 2005 Long-Term Equity Incentive Plan after the Compnay's compensation committee determined that certain performance goals for 2017 had been met. The shares will vest on March 13, 2020, the second anniversary of the date of grant.

3. Consists of shares of restricted stock, granted pursuant to the Company's Amended and Restated 2005 Long-Term Equity Incentive Plan, which vest pro rata on an annual basis over the three-year period following March 13, 2018, the date of grant.

Remarks:

	/s/ Alice G. Givens, under Power of Attorney	03/13/2018
	** 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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