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 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 *
Chipman Kristy
  2. Issuer Name and Ticker or Trading Symbol
Ruths Hospitality Group, Inc. [RUTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
1030 W. CANTON AVE. STE 100
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2020
(Street)

WINTER PARK, FL 32789
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 11/30/2020   A   27,039 A $ 0 (1) 27,039 D  

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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
Market Stock Units (2) 11/30/2020   A   22,818 (2)     (2)   (2) Common Stock 22,818 $ 0 22,818 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Chipman Kristy
1030 W. CANTON AVE. STE 100
WINTER PARK, FL 32789
      See Remarks  

Signatures

 /s/ Marcy Norwood Lynch, under Power of Attorney   12/02/2020
**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) Consists of shares of restricted stock, granted pursuant to the Company's 2018 Omnibus Incentive Plan, 50% of which vest on November 30, 2023 and 50% of which vest on November 30, 2024.
(2) Consists of 22,818 market stock units (MSUs), granted pursuant to the Company's 2018 Omnibus Incentive Plan, each representing the right to receive one share of the Company's common stock (or cash equivalent value in the Company's discretion). The number of MSUs reported assumes target performance. The actual number of MSUs that may be earned range from 0 shares to 34,227 based on the average of the closing price of the Company's common stock for the 10 consecutive trading days ending on the date of grant (referred to as Starting Average Closing Price) as compared to the average closing share price of the Company's common stock for the 10 consecutive trading days ending on November 30, 2023 (referred to as Ending Average Closing Price). The earned MSUs vest 50% on November 30, 2023 and 50% on November 30, 2024.
 
Remarks:
EVP, CHIEF FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER

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