Sec Form 4/A Filing - MCCLOSKEY JAMES P @ RED ROBIN GOURMET BURGERS INC - 2005-08-12

FORM 4/A 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 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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1. Name and Address of Reporting Person MCCLOSKEY JAMES P 2. Issuer Name and Ticker or Trading Symbol RED ROBIN GOURMET BURGERS INC [ RRGB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 6312 S. FIDDLER'S GREEN CIRCLE, SUITE 200 NORTH 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2005 (Street) GREENWOOD VILLAGE, CO80111 4. If Amendment, Date Original Filed (MM/DD/YY) 08/16/2005 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 08/12/2005 M 12,500 A $ 14.98 108,199 D Common Stock ( 1 ) 08/12/2005 M 5,625 A $ 26.81 113,824 D Common Stock ( 1 ) 08/12/2005 M 1,458 A $ 27.2 115,282 D Common Stock 5,709 I Claire C. McCloskey Trust Common Stock 5,709 I James P. McCloskey Jr. Trust Common Stock 4,209 I Megan L. McCloskey Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Stock Otion (Right to Buy) ( 2 ) $ 14.98 08/12/2005 M 12,500 07/29/2005 01/29/2013 Common Stock 12,500 $ 0 0 ( 3 ) D Employee Stock Otion (Right to Buy) ( 2 ) $ 26.81 08/12/2005 M 5,625 07/28/2005 01/28/2014 Common Stock 5,625 $ 0 0 ( 4 ) D Employee Stock Option (Right to Buy) ( 2 ) $ 27.2 08/12/2005 M 1,458 08/02/2005 06/02/2014 Common Stock 1,458 $ 0 0 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCCLOSKEY JAMES P 6312 S. FIDDLER'S GREEN CIRCLE SUITE 200 NORTH GREENWOOD VILLAGE, CO80111 Senior Vice President Signatures John W. Grant , Attorney In Fact 08/31/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This report amends the report filed on August 16, 2005, which incorrectly reported these transactions as open market or private purchases of the issuer's Common Stock. These transactions involved the acquisition of shares of the issuer's Common Stock pursuant to the exercise of stock options by the reporting person. This amended report also corrects information in the prior report as to the amount of securities beneficially owned by the reporting person following these transactions (including information inadvertently omitted with respect to indirectly owned securities) and reflects that the reporting person is no longer subject to Section 16 pursuant to his resignation as the issuer's Senior Vice President on August 10, 2005. ( 2 )See note 1 above ( 3 )This option covered 20,000 shares of the issuer's Common Stock, of which 7,500 shares were unvested at the time of the reporting person's resignation and terminated in accordance with the terms of the option. ( 4 )This option covered 15,000 shares of the issuer's Common Stock, of which 9,375 shares were unvested at the time of the reporting person's resignation and terminated in accordance with the terms of the option. ( 5 )This option covered 5,000 shares of the issuer's Common Stock, of which 3,542 shares were unvested at the time of the reporting person's resignation and terminated in accordance with the terms of the option.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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