JCP Investment Management Discloses Stake in Red Robin

TL;DR

**JCP Investment Management now has a significant stake in RRGB. Watch this space.**

AI Summary

JCP Investment Management, LLC, along with James C. Pappas and Christopher Martin, has filed a Schedule 13D on October 9, 2024, indicating a significant stake in Red Robin Gourmet Burgers, Inc. The filing details their ownership and intentions regarding the company's common stock.

Why It Matters

This filing signals potential activist investor interest in Red Robin Gourmet Burgers, Inc., which could lead to changes in company strategy or management.

Risk Assessment

Risk Level: medium — The filing indicates a change in significant ownership, which can introduce uncertainty and potential strategic shifts for the company.

Key Players & Entities

• JCP Investment Management, LLC (company) — Filing entity
• James C. Pappas (person) — Key individual associated with JCP Investment Management
• Christopher Martin (person) — Key individual associated with Jumana Capital Investments LLC
• Red Robin Gourmet Burgers, Inc. (company) — Subject company
• Jumana Capital Investments LLC (company) — Associated entity

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $2,017,113 — tly by JCP Partnership is approximately $2,017,113, including brokerage commissions. The a
• $1,430,561 — ld in the JCP Accounts is approximately $1,430,561, including brokerage commissions. The
• $2,666,071 — wned by Jumana Capital is approximately $2,666,071, including brokerage commissions. Item

Filing Documents

• sc13d08569058_10092024.htm (SC 13D) — 245KB
• ex991to13d08569058_100924.htm (EX-99.1) — 29KB
• 0000921895-24-002270.txt ( ) — 276KB

Security and Issuer

Item 1. Security and Issuer. This statement relates to the common stock, $0.001 par value (the “Shares”), of Red Robin Gourmet Burgers, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 10000 E. Geddes Avenue, Suite 500, Englewood, Colorado 80112.

Identity and Background

Item 2. Identity and Background. (a) This (i) JCP Investment Partnership, LP, a Texas limited partnership (“JCP Partnership”); (ii) JCP Investment Partners, LP, a Texas limited partnership (“JCP Partners”), which serves as the general partner of JCP Partnership; (iii) JCP Investment Holdings, LLC, a Texas limited liability company (“JCP Holdings”), which serves as the general partner of JCP Partners; (iv) JCP Investment Management, LLC, a Texas limited liability company (“JCP Management”), which serves as the investment manager of JCP Partnership and certain managed accounts (the “JCP Accounts”); (v) James C. Pappas (together with JCP Partnership, JCP Partners, JCP Holdings and JCP Management, “JCP”), as the managing member of JCP Management and sole member of JCP Holdings; (vi) Jumana Capital Investments LLC, a Texas limited liability company (“Jumana Capital”); and (vii) Christopher Martin (together with Jumana Capital, “Jumana”), as the Manager of Jumana Capital. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The principal business address of JCP is 1177 West Loop South, Suite 1320, Houston, Texas 77027. The principal business address of Jumana is 1717 St. James Place, Suite 335, Houston, Texas 77056. (c) The principal business of JCP Partnership is investing in securities. The principal business of JCP Partners is serving as the general partner of JCP Partnership. The principal business of JCP Holdings is serving as the general partner of JCP Partners. The principal business of JCP Management is serving as the investment manager of JCP Partnership and the JCP Accoun

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . 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 460,656 Shares owned directly by JCP Partnership is approximately $2,017,113, including brokerage commissions. The aggregate purchase price of the 326,546 Shares held in the JCP Accounts is approximately $1,430,561, 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 581,441 Shares directly owned by Jumana Capital is approximately $2,666,071, including brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction. The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors (the “Board”) of the Issuer, engaging in discussions with stockholders of the Issuer or third parties, including potential acquirers and service providers, about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in part

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The aggregate percentage of Shares reported owned by each person named herein is based upon 15,753,528 Shares outstanding as of August 20, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 22, 2024. A. JCP Partnership (a) As of the date hereof, JCP Partnership beneficially owned 460,656 Shares. Percentage: Approximately 2.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 460,656 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 460,656 B. JCP Partners (a) JCP Partners, as the general partner of JCP Partnership, may be deemed the beneficial owner of the 460,656 Shares owned by JCP Partnership. Percentage: Approximately 2.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 460,656 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 460,656 C. JCP Holdings (a) JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 460,656 Shares owned by JCP Partnership. Percentage: Approximately 2.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 460,656 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 460,656 D. JCP Management (a) As of the date hereof, 326,546 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) 460,656 Shares owned by JCP Partnership and (ii) 326,546 Shares held in the JCP Accounts. Percentage: Approximately 5.0% 11 CUSIP No. 75689M101 (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 787,20

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 . On September 23, 2024, the Reporting Persons entered into a Group Agreement (the “Group Agreement”) pursuant to which the parties agreed, among others things, (i) to form a group with respect to coordinating their activities with respect to the Issuer and its securities, (ii) to separately or jointly file Schedule(s) 13D and any amendments thereto with respect to the securities of the Issuer to the extent required by applicable law, and (iii) that expenses incurred in connection with the group’s activities would be split evenly between JCP and Jumana with each such party paying 50% of the expenses. The foregoing description of the Group Agreement is not complete and is qualified in its entirely by reference to the full text of the Group Agreement, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Group Agreement, dated September 23, 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: October 9, 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 During the Past 60 Days Nature of the Transaction Securities Purchased/(Sold) Price Per Security($) Date of Purchase/Sale JCP INVESTMENT PARTNERSHIP, LP Purchase of Common Stock 12,096 3.6626 09/17/2024 Purchase of Common Stock 56,384 3.6920 09/18/2024 Purchase of Common Stock 22,541 3.8860 09/19/2024 Purchase of Common Stock 29,181 3.9159 09/20/2024 Purchase of Common Stock 48,296 4.2458 09/23/2024 Purchase of Common Stock 31,135 4.6528 09/24/2024 Purchase of Common Stock 43,859 4.4651 09/25/2024 Purchase of Common Stock 29,211 4.5036 09/26/2024 Purchase of Common Stock 12,290 4.4570 09/30/2024 Purchase of Common Stock 14,616 4.5130 10/02/2024 Purchase of Common Stock 20,410 4.5615 10/03/2024 Purchase of Common Stock 23,320 4.8072 10/04/2024 Purchase of Common Stock 58,660 4.6985 10/07/2024 Purchase of Common Stock 29,345 4.7547 10/08/2024 Purchase

View Full Filing

View this SC 13D filing on SEC EDGAR