FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Martens William S		 2. Issuer Name and Ticker or Trading Symbol

Del Frisco's Restaurant Group, Inc. [ DFRG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP, Chief Development Officer
(Last)          (First)          (Middle)

2900 RANCH TRAIL		 3. Date of Earliest Transaction (MM/DD/YYYY)

9/25/2019
(Street)

IRVING, TX 75063
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/25/2019    D(1)    10296  D $8  0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Performance Rights   (2) 9/25/2019    D        34061    (3)  (3) Common Stock  34061.0  $8  0  D   
Restricted Stock Unit   (2) 9/25/2019    D        29129    (4)  (4) Common Stock  29129.0  $8  0  D   

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Merger dated as of June 23, 2019, by and among issuer, Harlan Parent, Inc. and Harlan Merger Sub, Inc. (the "Merger Agreement"), pursuant to which Merger Sub Inc. merged with and into the issuer (the "Merger") effective as of September 25, 2019.
(2)  Each restricted stock unit represents the right to receive one share of common stock upon vesting.
(3)  Pursuant to the Merger Agreement, each performance stock unit outstanding immediately prior to the effective time of the Merger was canceled and converted into the right to receive an amount in cash, without interest, equal to (i) $8 multiplied by (ii) the total number of shares of common stock subject thereto. Number of underlying shares was determined based on deemed achievement of performance-based conditions at target level performance.
(4)  Pursuant to the Merger Agreement, each restricted stock unit outstanding immediately prior to the effective time of the Merger was canceled and converted into the right to receive an amount in cash, without interest, equal to (i) $8 multiplied by (ii) the total number of shares of common stock subject thereto.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Martens William S
2900 RANCH TRAIL
IRVING, TX 75063

EVP, Chief Development Officer

Signatures
/s/ Ivan Tomaily, under Power of Attorney for William Martens 9/25/2019
**Signature of Reporting Person Date


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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 control number.
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