Amended Statement of Ownership (sc 13g/a)
November 02 2022 - 3:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. 1)
RCI
Hospitality Holdings, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
74934Q108
(CUSIP
Number)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1. |
NAMES
OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Troy Lowrie
521-33-0923
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON –
|
5. |
SOLE
VOTING POWER,
404,754 |
6. |
SHARED
VOTING POWER–
0 |
7. |
SOLE
DISPOSITIVE POWER–
404,754
|
8. |
SHARED
DISPOSITIVE POWER–
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,754
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.38% |
12. |
TYPE
OF REPORTING PERSON
IN |
1. |
NAMES
OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Family Dog,
LLC 27-4258920
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON –
|
5. |
SOLE
VOTING POWER,
244,300 |
6. |
SHARED
VOTING POWER–
0 |
7. |
SOLE
DISPOSITIVE POWER–
244,300
|
8. |
SHARED
DISPOSITIVE POWER–
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,300
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.64% |
12. |
TYPE
OF REPORTING PERSON
PN |
1. |
NAMES
OF REPORTING PERSON
S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Club Licensing,
LLC 20-5471703
|
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON –
|
5. |
SOLE
VOTING POWER,
160,454 |
6. |
SHARED
VOTING POWER–
0 |
7. |
SOLE
DISPOSITIVE POWER–
160,454
|
8. |
SHARED
DISPOSITIVE POWER–
0 |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,454
|
10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.74% |
12. |
TYPE
OF REPORTING PERSON
PN |
ITEM 1 (a)
NAME OF ISSUER:
RCI
Hospitality Holdings Inc.
ITEM
1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
10737
CUTTEN ROAD, HOUSTON, Texas, 77066, United States
ITEM
2 (a) NAME OF PERSON FILING:
This
Schedule 13G (this “Statement” or this “Schedule 13G”) is being filed by: (1) Troy Lowrie (“Mr.
Lowrie”); (2) Family Dog, LLC, a Colorado limited liability company (“FD”); and (3) Club Licensing,
LLC, a Colorado limited liability company (the “CL”)(all of the foregoing, collectively, the “Reporting Persons”).
Each of FD and CL is a private investment vehicle. FD and CL directly beneficially own the Common Stock (as defined below) reported in
this Statement. Mr. Lowrie is the controlling person of FD and CL. Mr. Lowrie may be deemed to beneficially own the Common Stock directly
beneficially owned by FD and CL. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares
directly beneficially owned by such Reporting Person.
ITEM
2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The
principal business office of the Reporting Persons is 735 S Xenon Ct, Ste 101, Lakewood, CO 80228
ITEM
2 (c) CITIZENSHIP:
For
citizenship information see Item 4 of the cover page of each Reporting Person
ITEM
2 (d) TITLE OF CLASS OF SECURITIES:
This
Statement relates to the common stock, $0.01 par value per share, of the Issuer (the “Common Stock”).
ITEM
2 (e) CUSIP NUMBER:
The
CUSIP Number of the Common Stock is 74934Q108.
ITEM
3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) |
☐ |
Broker or dealer
registered under Section 15 of the Exchange Act. |
(b) |
☐ |
Bank as defined in Section
3(a)(6) of the Exchange Act. |
(c) |
☐ |
Insurance Company defined
in Section 3(a)(19) of the Exchange Act. |
(d) |
☐ |
Investment Company registered
under Section 8 of the Investment Company Act. |
(e) |
☐ |
An Investment adviser in
accordance with Rule 13d-1(b)(1)(ii)(E) |
(f) |
☐ |
An employee benefit plan
or endowment fund in accordance with Rule 13d-1(b)(ii)(F) |
(g) |
☐ |
A parent holding company
or control person in accordance Rule 13d-1(b)(1)(ii)(G) |
(h) |
☐ |
A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act. |
(i) |
☐ |
A church plan that is excluded
from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
(j) |
☐ |
Group, in accordance with
Rule 13d-1(b)(1)(ii)(J) |
ITEM 4 OWNERSHIP
See
Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the end of business on November
1, 2022, the business day before the date of filing of this Schedule 13G. Percentages of beneficial ownership based upon
9,243,948 shares outstanding as of August 5, 2022, as disclosed in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2022.
As
of the Event Date of November 1, 2022, the beneficial ownership of the Reporting Persons was as follows:
|
● |
FD directly beneficially
owned 244,300 shares of Common Stock, representing 2.64% of all of the outstanding shares of Common Stock. |
|
● |
CL directly beneficially
owned 160,454 shares of Common Stock, representing 1.74% of all of the outstanding shares of Common Stock. |
|
● |
Collectively, FD and CL
directly beneficially owned 404,754 shares of Common Stock, representing 4.38% of all of the outstanding shares of Common Stock. |
ITEM
5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not
applicable
ITEM
6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not
applicable
ITEM
7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not
applicable
ITEM
8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not
applicable
ITEM
9 NOTICE OF DISSOLUTION OF GROUP
Not
applicable
ITEM
10. CERTIFICATION.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
(Date) November 2, 2022 |
|
|
|
/s/ Troy Lowrie |
7
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