XNYS:RT Ruby Tuesday Inc Insider Activity 4 Filing - 10/10/2012

Effective Date 10/10/2012

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FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Drapkin Matthew A
  2. Issuer Name and Ticker or Trading Symbol
RUBY TUESDAY INC [RT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
500 CRESCENT COURT, SUITE 230
3. Date of Earliest Transaction (Month/Day/Year)
10/10/2012
(Street)

DALLAS, TX 75201
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 10/10/2012   A   10,473(5) A $ 0 21,447 D(1)(2)(3)(4)  
Common Stock               1,451,226 I See Footnotes(1)(2)(3)(4)(6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Drapkin Matthew A
500 CRESCENT COURT
SUITE 230
DALLAS, TX 75201
  X      

Signatures

 MATTHEW A. DRAPKIN, /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact   10/12/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This statement is filed by and on behalf of Matthew A. Drapkin. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners III, L.P. ("BD Partners III"), Mr. Drapkin and a managed account (the "Managed Account") are the direct beneficial owners of the shares of common stock covered by this statement. Becker Drapkin Management, L.P. ("BD Management") is the general partner of, and the investment manager for, each of QP Fund, LP Fund and BD Partners III and provides investment advisory services for the Managed Account. BD Management may be deemed to indirectly beneficially own the shares of common stock beneficially owned by QP Fund, LP Fund, BD Partners III and the Managed Account. BC Advisors, LLC ("BC Advisors") is the general partner of BD Management and may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BD Management. (Continued on footnote 2).
(2) Mr. Drapkin is a co-managing member of BC Advisors, and, in such capacity, he may be deemed to indirectly beneficially own the shares of common stock beneficially owned by BC Advisors.
(3) Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Drapkin is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any shares of common stock covered by this statement. Mr. Drapkin disclaims beneficial ownership of the shares of common stock covered by this statement, except to the extent of his pecuniary interest therein.
(4) Mr. Drapkin may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Mr. Drapkin declares that neither the filing of this statement nor anything herein shall be construed as an admission that he is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.
(5) On October 10, 2012, the issuer granted to Mr. Drapkin 10,473 unvested shares of restricted stock, which are subject to forfeiture to the issuer under certain circumstances. Such forfeiture right generally will lapse on the earlier of (i) October 9, 2013 or (ii) the date of the next annual shareholders meeting of the issuer.
(6) Includes (a) 777,441 shares directly beneficially owned by QP Fund, (b) 116,953 shares directly beneficially owned by LP Fund, (c) 119,932 shares directly beneficially owned by BD Partners III and (d) 436,900 shares directly beneficially owned by the Managed Account.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

XNYS:RT Ruby Tuesday Inc Insider Activity 4 Filling

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XNYS:RT Ruby Tuesday Inc Insider Activity 4 Filing - 10/10/2012
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