SEC Form SC 13D/A filed by Ruth's Hospitality Group Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Ruth’s Hospitality Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

783332109

(CUSIP Number)

SCOTT I. ROSS

HILL PATH CAPITAL LP

150 East 58th Street, 33rd Floor

New York, New York 10155

(212) 632-5420

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 14, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

As described in Items 4 and 5 below, the Reporting Persons no longer beneficially own any Shares.

Item 4 is hereby amended to add the following:

On May 2, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Darden Restaurants, Inc. (“Darden”) and Ruby Acquisition Corporation, an indirect, wholly owned subsidiary of Darden (“Merger Sub”). Pursuant to the Merger Agreement, on May 16, 2023, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the Issuer’s issued and outstanding Shares at a price of $21.50 per Share (the “Merger Consideration”) in cash, without interest thereon (but subject to applicable withholding).

Following the consummation of the Offer, subject to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), on June 14, 2023, Merger Sub merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Darden in accordance with the DGCL.

At the effective time of the Merger (the “Effective Time”), each Share that was not (i) validly tendered and irrevocably accepted for purchase pursuant to the Offer, including all the Shares beneficially owned by the Reporting Persons, (ii) held by a holder who has properly exercised appraisal rights with respect thereto and in accordance with Section 262 of the DGCL, and (iii) held by the Issuer as treasury stock or owned by Darden, Merger Sub or any of Darden’s other subsidiaries, in each case, immediately prior to the Effective Time, was cancelled and converted into the right to receive cash in an amount equal to the Merger Consideration, on the terms and subject to the conditions set forth in the Merger Agreement. Accordingly, at the Effective Time, the Reporting Persons ceased to beneficially own any Shares.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

(a)-(b) As described in Item 4 above, the Reporting Persons no longer beneficially own any Shares.

(c) Except as set forth in Item 4 above, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past 60 days.

(e) As of June 14, 2023, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 16, 2023