13D Filing: Newcastle Partners L P and Rave Restaurant Group Inc. (NASDAQ:RAVE)

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CUSIP No. 725848 10 5

 

13D

 

Page 15 of 18 pages

As of the date of this
Amendment No. 29, (a) AHIC had directly invested an aggregate $1,576,722 with respect to its beneficial ownership of the Common
Stock, consisting of $1,117,322 (inclusive of brokerage commissions) for the purchase of outstanding shares and $459,400 for the
purchase of Convertible Notes, (b) HIC had directly invested an aggregate $344,116 with respect to its beneficial ownership of
the Common Stock, consisting of $250,716 (inclusive of brokerage commissions) for the purchase of outstanding shares and $93,400
for the purchase of Convertible Notes, and (c) HSIC had directly invested an aggregate $344,116 with respect to its beneficial
ownership of the Common Stock, consisting of $250,716 (inclusive of brokerage commissions) for the purchase of outstanding shares
and $93,400 for the purchase of Convertible Notes.  The source of the foregoing funds was the working capital of AHIC,
HIC and HSIC, respectively. Hallmark does not directly own any shares of the Common Stock.

As of the date of this
Amendment No. 29, Clinton J. Coleman had directly invested an aggregate of $469,607 with respect to his beneficial ownership of
the Common Stock, consisting of $389,307 (inclusive of brokerage commissions) for the purchase of outstanding shares and $80,300
for the purchase of Convertible Notes.  The source of the foregoing funds was the personal funds of Mr. Coleman.  Mr.
Coleman also directly owns options exercisable within sixty days from the date hereof for 213,256 shares of Common Stock, which
options were granted to him as consideration for his service as a director of the Company.

Item 5. Interest in Securities of the Company.

Items 5(a)-(c) are hereby
amended and restated in their entirety as follows:

(a)       The
percentages of shares of the Common Stock reported to be owned by the Reporting Persons is based upon 10,656,551 shares outstanding,
which is the total number of outstanding shares of Common Stock reported in the Company’s Form 10-Q for the quarter ended
December 25, 2016, as filed with the Securities and Exchange Commission on February 8, 2017.

As of the date of this
Amendment No. 29, NP directly beneficially owned 2,272,273 shares of the Common Stock representing approximately 20.3% of the issued
and outstanding Common Stock and consisting of 1,729,773 outstanding shares and Convertible Notes convertible into 542,500 shares.
NCM (as the general partner of NP), NCG (as the general partner of NCM), NCMS (as the sole member of NCG) and the Schwarz Trust
(as the sole stockholder of NCMS) may each be deemed to also beneficially own the 2,272,273 shares of Common Stock directly beneficially
owned by NP, representing approximately 20.3% of the issued and outstanding Common Stock. NP, NCM, NCG, NCMS and the Schwarz Trust
disclaim beneficial ownership of any shares of the Common Stock directly beneficially owned by any other Reporting Person.

Mark E. Schwarz, as the
sole trustee of the Schwarz Trust, may also be deemed to beneficially own the 2,272,273 shares of Common Stock directly beneficially
owned by NP.  In addition, as of the date of this Amendment No. 29, Mr. Schwarz directly beneficially owned 209,591 shares
of the Common Stock consisting of 100,691 outstanding shares, Convertible Notes convertible into 13,900 shares and 95,000 shares
underlying currently exercisable stock options. In total, Mr. Schwarz may be deemed to beneficially own 2,481,864 shares of the
Common Stock representing 21.9% of the issued and outstanding Common Stock. Mr. Schwarz disclaims beneficial ownership of any shares
of the Common Stock directly beneficially owned by any of Hallmark, AHIC, HIC, HSIC or Mr. Coleman.

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