Bandera Partners LLC, together with Gregory Bylinsky and Jefferson Gramm, report beneficial interest in 1,350,000 shares of Red Robin Gourmet Burgers Inc. (Common Stock), representing 7.6% of the class based on 17,735,916 shares outstanding as disclosed by the issuer. The 1,350,000 shares are held directly by Bandera Master Fund L.P., for which Bandera Partners is the investment manager and which grants Bandera Partners sole authority to vote and dispose of the shares. On the cover pages Bandera Partners reports sole voting and dispositive power over the 1,350,000 shares, while Messrs. Bylinsky and Gramm report shared voting and dispositive power. The Reporting Persons disclaim beneficial ownership of shares they do not directly own and state the shares were acquired and are held in the ordinary course of business.
Positive
Material disclosure of 1,350,000 shares (7.6%), meeting SEC reporting thresholds and improving transparency for investors
Clear reporting of voting and dispositive power: Bandera Partners reports sole voting and dispositive authority over the reported shares
Express disclaimers of beneficial ownership where not directly held, clarifying the legal position of the reporting persons
Negative
None.
Insights
TL;DR: A >5% passive stake disclosed by an investment manager signals a material ownership position requiring monitoring.
Bandera Partners reports ownership of 1,350,000 Red Robin shares (7.6%). This is a material disclosure because it exceeds the 5% threshold that often prompts investor interest and disclosure obligations. The shares are held by Bandera Master Fund, with Bandera Partners showing sole voting and dispositive authority on the cover page and the managing members listing shared authority, which is consistent with an investment manager structure. The filing includes explicit disclaimers of beneficial ownership where not directly held, and the reporting indicates the position is held in the ordinary course of business.
TL;DR: Governance disclosure clarifies voting and disposition authority, with standard disclaimers of non-beneficial ownership.
The Schedule 13G identifies Bandera Partners as the investment manager for Bandera Master Fund holding the 1,350,000 shares and lists Messrs. Bylinsky and Gramm as managing members. The document states sole authority for Bandera Partners and shared authority for the individuals, and includes Rule 13d-4 disclaimers. For governance purposes, the filing communicates who can direct votes and dispositions but does not assert control beyond ordinary-course investment activity.
How many Red Robin (RRGB) shares does Bandera Partners report owning?
The Reporting Persons disclose 1,350,000 shares of Red Robin common stock.
What percentage of RRGB does the 1,350,000-share position represent?
The filing states the position represents 7.6% of the class based on 17,735,916 shares outstanding.
Who holds legal voting and disposition authority over the shares?
Bandera Partners reports sole voting and dispositive power over the 1,350,000 shares; Messrs. Bylinsky and Gramm report shared voting and dispositive power.
Where are the shares actually held?
The shares are directly held by Bandera Master Fund L.P., for which Bandera Partners is the investment manager.
Does the filing claim control or a change in control of Red Robin?
The Reporting Persons state the securities were acquired and are held in the ordinary course of business and include disclaimers, without asserting an intent to change or influence control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RED ROBIN GOURMET BURGERS INC
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
75689M101
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
75689M101
1
Names of Reporting Persons
Bandera Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,350,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,350,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
75689M101
1
Names of Reporting Persons
Bylinsky Gregory
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,350,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,350,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
75689M101
1
Names of Reporting Persons
Gramm Jefferson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,350,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,350,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RED ROBIN GOURMET BURGERS INC
(b)
Address of issuer's principal executive offices:
10000 EAST GEDDES AVENUE, SUITE 500, ENGLEWOOD, COLORADO 80112
Item 2.
(a)
Name of person filing:
This statement is filed by Bandera Partners LLC, a Delaware limited liability company ("Bandera Partners"), Gregory Bylinsky and Jefferson Gramm. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Bandera Partners, Mr. Bylinsky and Mr. Gramm are filing this Statement with respect to 1,350,000 shares of Common Stock, $0.001 par value, of the Issuer (the "Shares") directly held by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership ("Bandera Master Fund").
Bandera Partners is the investment manager of Bandera Master Fund and may be deemed to have beneficial ownership over the Shares held by Bandera Master Fund by virtue of the sole and exclusive authority granted to Bandera Partners by Bandera Master Fund to vote and dispose of such Shares. Messrs. Bylinsky and Gramm are Managing Members of Bandera Partners and may be deemed to beneficially own the Shares held by Bandera Master Fund.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Without limiting the foregoing sentence, Bandera Master Fund specifically disclaims beneficial ownership of the Master Fund's Shares by virtue of its inability to vote or dispose of such Shares.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 138 Atlantic Avenue, Brooklyn, NY 11201.
(c)
Citizenship:
Bandera Partners is organized under the laws of the State of Delaware. Each of Messrs. Bylinsky and Gramm is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
75689M101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
All ownership information reported in this Item 4 is as of the close of business on June 30, 2025.
Bandera Partners LLC
1,350,000 Shares
Gregory Bylinsky
1,350,000 Shares
Jefferson Gramm
1,350,000 Shares
(b)
Percent of class:
Bandera Partners LLC
7.6% (based on 17,735,916 Shares outstanding as of May 27, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 29, 2025)
Gregory Bylinsky
7.6% (based on 17,735,916 Shares outstanding as of May 27, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 29, 2025)
Jefferson Gramm
7.6% (based on 17,735,916 Shares outstanding as of May 27, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 29, 2025)
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The right to receive dividends from, or the proceeds from the sale of, the Shares reported herein is held by Bandera Master Fund, a private investment fund for which Bandera Partners serves as investment manager. Bandera Partners and Messrs. Bylinsky and Gramm disclaim beneficial ownership of the Shares reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
