X0306 4 2012-07-31 0 0000068270 RUBY TUESDAY INC RT 0001349005 Becker Steven R 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 1 0 0 0 Common Stock 2012-07-31 4 P 0 101956 6.2786 A 518757 I See Footnotes Common Stock 2012-07-31 4 P 0 16144 6.2786 A 82143 I See Footnotes Common Stock 2012-08-01 4 P 0 92283 6.2468 A 611040 I See Footnotes Common Stock 2012-08-01 4 P 0 12417 6.2468 A 94560 I See Footnotes Common Stock 549100 I See Footnotes Common Stock 10974 D This statement is filed by and on behalf of Steven R. Becker. Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners III, L.P. ("BD Partners III"), Mr. Becker 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 (continued from footnote 1) 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. Mr. Becker 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. Neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Becker 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. Becker disclaims beneficial ownership of the shares of common stock covered by this statement, except to the extent of his pecuniary interest therein. Mr. Becker 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. Becker 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. Represents shares directly beneficially owned by QP Fund. Represents shares directly beneficially owned by LP Fund. Represents (a) 112,200 shares directly beneficially owned by BD Partners III and (b) 436,900 shares directly beneficially owned by the Managed Account. Represents shares directly beneficially owned by Mr. Becker. Exhibit Index Exhibit 24.1 - Power of Attorney (furnished herewith) STEVEN R. BECKER, /s/ Ashley Sekimoto, Name: Ashley Sekimoto, Title: Attorney-in-Fact 2012-08-02