Page 13 of 22 – SEC Filing
| CUSIP No. 725848 10 5 |
13D
| Page 13 of 18 pages |
The following statement
constitutes Amendment No. 29 to the Schedule 13D filed by the undersigned (the “Statement”). Except as specifically
amended by this Amendment No. 29, the Statement remains in full force and effect.
| Item 1. | Security and Issuer. |
This Statement relates
to the common stock, par value $.01 per share (“Common Stock”), of RAVE Restaurant Group, Inc. (the “Company”),
whose principal executive offices are located at 3551 Plano Parkway, The Colony, Texas 75056. This Statement includes shares of
the Common Stock of the Company issuable upon (a) exercise of director stock options which are exercisable within sixty days of
the date hereof, and (b) conversion of the Company’s 4% Senior Convertible Notes due 2022, Par $100 (the “Convertible
Notes”) which are convertible on February 15, May 15, August 15 and November 15 of each year.
| Item 2. | Identity and Background. |
Item 2 is hereby amended
and restated in its entirety as follows:
Items 2(a), 2(b) and
2(c). This Statement is jointly filed by Newcastle Partners, L.P., a Texas limited partnership (“NP”), Newcastle
Capital Management, L.P., a Texas limited partnership (“NCM”), Newcastle Capital Group, L.L.C., a Texas limited liability
company (“NCG”), NCM Services Inc., a Delaware corporation (“NCMS”), the Schwarz 2012 Family Trust, a trust
organized under the laws of the State of Texas (the “Schwarz Trust”), Mark E. Schwarz, Clinton J. Coleman, Hallmark
Financial Services, Inc., a Nevada corporation (“Hallmark”), American Hallmark Insurance Company of Texas, a Texas
corporation (“AHIC”), Hallmark Insurance Company, an Arizona corporation (“HIC”) and Hallmark Specialty
Insurance Company, an Oklahoma corporation (“HSIC”) NP, NCM, NCG, NCMS, the Schwarz Trust, Schwarz, Coleman, Hallmark,
AHIC, HIC and HSIC are collectively referred to herein as the “Reporting Persons.” Each of NCM, as the general partner
of NP, NCG, as the general partner of NCM, NCMS, as the sole member of NCG, the Schwarz Trust, as the sole stockholder of NCMS,
and Mark E. Schwarz, as the sole trustee of the Schwarz Trust, may be deemed, pursuant to Rule 13d-3 of the Securities Exchange
Act of 1934, as amended (the “Act”), to be the beneficial owners of all shares of Common Stock held by NP. In addition,
because AHIC, HIC and HSIC are wholly-owned direct or indirect subsidiaries of Hallmark, Hallmark may be deemed, pursuant to Rule
13d-3 of the Act, to be the beneficial owner of all shares of Common Stock of the Company held by AHIC, HIC and HSIC. In
addition, AHIC may be deemed to be the beneficial owner of all the shares of Common Stock of the Company held by HSIC, AHIC’s
direct subsidiary. The Reporting Persons are filing this joint Statement because they may be considered a “group” under
Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission
by the Reporting Persons that such a group exists.
Mark E. Schwarz is the
sole director and executive officer of NCMS. Set forth on Schedule A annexed hereto is the name and present principal occupation
or employment and the name, principal business and address of any corporation or organization in which such employment is conducted
of the directors and executive officers of each of Hallmark, HSIC, HIC and AHIC, as of the date hereof.
