JCP Investment Management Amends Red Robin Stake Filing

TL;DR

JCP Investment Management updated their Red Robin filing on 12/4. Watch for more.

AI Summary

JCP Investment Management, LLC, through its affiliate Jumana Capital Investments LLC, has amended its Schedule 13D filing regarding Red Robin Gourmet Burgers, Inc. as of December 4, 2024. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. The amendment suggests ongoing activity or adjustments by JCP Investment Management in their stake in Red Robin.

Why It Matters

This amendment signals potential shifts in major shareholder positions, which could influence Red Robin's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often indicate significant investor activity that can lead to stock price volatility.

Key Players & Entities

• JCP Investment Management, LLC (company) — Filing entity
• Red Robin Gourmet Burgers, Inc. (company) — Subject company
• JUMANA CAPITAL INVESTMENTS LLC (company) — Affiliated entity
• JAMES C. PAPPAS (person) — Contact person for JCP Investment Management
• CHRISTOPHER MARTIN (person) — Contact person for Jumana Capital Investments LLC

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $3,687,481 — tly by JCP Partnership is approximately $3,687,481, including brokerage commissions. The a
• $5,426,197 — ld in the JCP Accounts is approximately $5,426,197, including brokerage commissions. The
• $8,099,300 — wned by Jumana Capital is approximately $8,099,300, including brokerage commissions. Item
• $5.19 — 1,600,909 Shares at a purchase price of $5.19 per Share. The Purchase Agreement conta

Filing Documents

• sc13da208569058_12032024.htm (SC 13D/A) — 230KB
• 0000921895-24-002882.txt ( ) — 231KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Shares purchased by JCP Partnership and held in the JCP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 776,564 Shares owned directly by JCP Partnership is approximately $3,687,481, including brokerage commissions. The aggregate purchase price of the 1,084,104 Shares held in the JCP Accounts is approximately $5,426,197, including brokerage commissions. The Shares purchased by Jumana Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,614,906 Shares directly owned by Jumana Capital is approximately $8,099,300, including brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: Cooperation Agreement On December 3, 2024, the Reporting Persons and the Issuer entered into a cooperation agreement (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, the Issuer agreed, among other things, to immediately appoint James C. Pappas and Christopher Martin (together, the “New Directors,” and each a “New Director”) to the board of directors of the Issuer (the “Board”) and increase the size of the Board to 10 directors, to accommodate the appointment of the New Directors. Each of the New Directors will be nominated by the Board to stand for election at each annual meeting of stockholders held during the Cooperation Period (as defined below) to the extent that the Reporting Persons continue to satisfy the Minimum Ownership Threshold (as defined in the Cooperation Agreement), and the Issuer has agreed that, until the expiration of the Cooperation Period, the size of the Board will not exceed 10 directors without the prior written consent of the Reporting Persons. The Issuer also agreed to appoint the New Directors to the Finance Committee of the Board (the “Finance Committee”) as soon as reasonably practicable following their appointment to the Board. Following the appointment of the New Directors to the Finance Committee until the expiration of the Cooperation Period, the size of the Finance Committee will be no greater than five members, without the prior written consent of the Reporting Persons. Pursuant to the Cooperation Agreement, the Reporting Persons have agreed to abide by certain standstill restrictions and voting commitments, subject to certain limited exceptions, from the date of the Cooperation Agreement until the earlier of (1) the date that is 30 calendar days prior to the advance notice deadline set forth in the Issuer’s Bylaws for the stockholder nomination of non-proxy access director candidates for electi

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: 10 CUSIP No. 75689M101 The aggregate percentage of Shares reported owned by each person named herein is based upon 17,378,048 Shares outstanding as of December 3, 2024, consisting of 15,786,139 Shares outstanding as of November 29, 2024 as represented by the Issuer under the Purchase Agreement, plus the 1,600,909 Shares issued pursuant to the Purchase Agreement. A. JCP Partnership (a) As of the date hereof, JCP Partnership beneficially owned 776,564 Shares. Percentage: Approximately 4.5% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 776,564 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 776,564 B. JCP Partners (a) JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 776,564 Shares owned by JCP Partnership. Percentage: Approximately 4.5% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 776,564 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 776,564 C. JCP Holdings (a) JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 776,564 Shares owned by JCP Partnership. Percentage: Approximately 4.5% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 776,564 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 776,564 D. JCP Management (a) As of the date hereof, 1,084,104 Shares were held in the JCP Accounts. JCP Management, as the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 776,564 Shares owned by JCP Partnership and (ii) 1,084,104 Shares held in the JCP Accounts. Percentage: Approximately 1

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer . Item 6 is hereby amended to add the following: The disclosure with respect to the Cooperation Agreement set forth in Item 4 above is incorporated herein by reference. The disclosure with respect to the Private Placement set forth in Item 4 above, including the description of the Purchase Agreement, is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 Form of Cooperation Agreement (incorporated by reference to Ex. 10.1 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on December 3, 2024). 99.2 Form of Purchase Agreement (incorporated by reference to Ex. 10.2 to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on December 3, 2024). 13 CUSIP No. 75689M101

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 4, 2024 JCP Investment Partnership, LP By: JCP Investment Management, LLC Investment Manager By: /s/ James C. Pappas Name: James C. Pappas Title: Managing Member JCP Investment Partners, LP By: JCP Investment Holdings, LLC General Partner By: /s/ James C. Pappas Name: James C. Pappas Title: Sole Member JCP Investment Holdings, LLC By: /s/ James C. Pappas Name: James C. Pappas Title: Sole Member JCP Investment Management, LLC By: /s/ James C. Pappas Name: James C. Pappas Title: Managing Member /s/ James C. Pappas James C. Pappas 14 CUSIP No. 75689M101 Jumana Capital Investments LLC By: /s/ Christopher Martin Name: Christopher Martin Title: Manager /s/ Christopher Martin Christopher Martin 15 CUSIP No. 75689M101 SCHEDULE A Transactions in Securities of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D Nature of the Transaction Securities Purchased/(Sold) Price Per Security($) Date of Purchase/Sale JCP INVESTMENT PARTNERSHIP, LP Purchase of Common Stock 153 5.9900 11/05/2024 Purchase of Common Stock 26,477 5.1834 11/07/2024 Purchase of Common Stock 1 207,549 5.1900 12/03/2024 JCP INVESTMENT MANAGEMENT, LLC (Through the JCP Accounts) Purchase of Common Stock 97 5.9900 11/05/2024 Purchase of Common Stock 18,523 5.1834 11/07/2024 Purchase of Common Stock 1 592,906 5.1900 12/03/2024 JUMANA CAPITAL INVESTMENTS LLC Purchase of Common Stock 250 5.9900 11/05/2024 Purchase of Common Stock 45,000 5.1834 11/07/2024 Purchase of Common Stock 1 800,454 5.1900 12/03/2024 1 Purchased pursuant to the Private Placement, as described in Item 4 above.

View Full Filing

View this SC 13D/A filing on SEC EDGAR