Subscription Rights Certificate for Ruth’s Hospitality Group, Inc. Rights Offering

Summary

This document is a Subscription Rights Certificate for shareholders of Ruth’s Hospitality Group, Inc., allowing them to purchase additional shares at a set price during a rights offering. Shareholders can exercise their basic and oversubscription rights, transfer rights to others, or request delivery to a different address. Payment can be made by check, money order, or wire transfer. The certificate must be completed and delivered to the designated agent, American Stock Transfer & Trust Company, LLC, by the specified method. All actions are subject to the terms in the Prospectus Supplement.

EX-4.1 2 dex41.htm FORM OF SUBSCRIPTION RIGHTS CERTIFICATE Form of Subscription Rights Certificate

Exhibit 4.1

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

Delivery other than in the manner or to the address listed below will not constitute valid delivery.

If delivering by hand, mail or overnight courier:

American Stock Transfer & Trust Company, LLC

Attn: Reorganization Administration

6201 15th Avenue

Brooklyn, New York 11219

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS

To subscribe for shares pursuant to your Basic Subscription Right and Oversubscription Right, please complete lines (a), (b), (c) and (d) and sign under Form 4 below. To the extent you subscribe for more shares than you are entitled, you will be deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe.

(a)EXERCISE OF BASIC SUBSCRIPTION RIGHT:



I exercise rights x	0.579232	=
(no. of rights)	(ratio)		(no. of new shares)

(b)EXERCISE OF OVERSUBSCRIPTION RIGHT:

I exercise rights x	0.579232	=
(no. of rights)	(ratio)		(no. of new shares)



(c)EXERCISE OF SUBSCRIPTION RIGHTS: Therefore, I apply for shares x $ 2.50 = $ (total no. of new shares) (subscription price) (amount Enclosed) (do not include fractional shares)

(d)METHOD OF PAYMENT (CHECK ONE)



¨		Uncertified check, payable to “American Stock Transfer & Trust Company, LLC (acting as subscription agent for Ruth’s Chris).”

¨		Certified or cashier’s check or bank draft drawn on a U.S. bank, payable to “American Stock Transfer & Trust Company, LLC (acting as subscription agent for Ruth’s Chris).”

¨		U.S. Postal Money Order, payable to “American Stock Transfer & Trust Company, LLC (acting as subscription agent for Ruth’s Chris).”

¨		Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC (acting as subscription agent for Ruth’s Chris), for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021, Account # 957-341288 Attention: American Stock Transfer Ruth’s Hospitality Group, Inc., with reference to the rights holder’s name.


FORM 2-TRANSFER TO DESIGNATED TRANSFEREE

To transfer your subscription rights to another person, complete this Form 2 and have your signature guaranteed under Form 5.

For value received of the subscription rights represented by this Subscription Rights Certificate are assigned to:





Social Security # or Taxpayer ID #:

Signature(s):

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

FORM 3-DELIVERY TO DIFFERENT ADDRESS

If you wish for the Common Stock underlying your subscription rights, a certificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate, please enter the alternate address below, sign under Form 4 and have your signature guaranteed under Form 5.

FORM 4-SIGNATURE

TO SUBSCRIBE: I acknowledge that I have received the Prospectus Supplement for the Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus Supplement.

Signature(s):

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any other change whatsoever.

FORM 5-SIGNATURE GUARANTEE

This form must be completed if you have completed any portion of Forms 2 or 3.

Signature Guaranteed:

(Name of Bank or Firm)

By:

(Signature of Officer)

IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.

FOR INSTRUCTIONS ON THE USE OF RUTH’S HOSPITALITY GROUP, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT GEORGESON INC., THE INFORMATION AGENT, AT (800) ###-###-####.