As of the close of business on March 21, 2017:
i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 535,489 shares of the Issuers Common Stock; and
ii) Integrated Assets, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Integrated Assets"), beneficially owned 129,715 shares of the Issuers Common Stock.
Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Assets.
Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Assets.
Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% shareholder of Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Assets.
Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium International Management GP and Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets.
The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium International Management GP, Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies or Integrated Assets, as the case may be.
(b) Percent of Class:
As of the close of business on March 21, 2017, Millennium Management and Mr. Englander may be deemed to have beneficially owned 665,204 shares or 5.2% of the Issuers Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 12,864,453 shares of the Issuers Common Stock outstanding as of March 9, 2017, as per the Issuers preliminary proxy statement that was filed with the U.S. Securities and Exchange Commission on March 14, 2017.
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CUSIP
No.
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75689M101
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SCHEDULE 13G
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Page
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11
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
665,204 (See Item 4(b))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
665,204 (See Item 4(b))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
o
.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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CUSIP
No.
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75689M101
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SCHEDULE 13G
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12
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14
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of March 21, 2017, by and among Integrated Core Strategies (US) LLC, Integrated Assets, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.
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CUSIP
No.
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75689M101
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SCHEDULE 13G
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13
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of
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14
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: March 21, 2017
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM MANAGEMENT
LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
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Israel
A. Englander
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CUSIP
No.
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75689M101
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SCHEDULE 13G
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14
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of
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14
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of Red Robin Gourmet Burgers, Inc., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: March 21, 2017
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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MILLENNIUM MANAGEMENT
LLC
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By: /s/David Nolan
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Name: David Nolan
Title: Vice Chairman
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/s/ Israel A.
Englander by David Nolan
pursuant to Power of Attorney filed
with
the SEC on June 6,
2005
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Israel
A. Englander
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