Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ADW Capital Management, LLC

(Last)

(First)

(Middle)

6431 ALLISON ROAD

(Street)

MIAMI BEACH

33141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RCI HOSPITALITY HOLDINGS, INC. [ RICK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.01 par value	09/27/2023		S		8,000	D	$60.11	941,000	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ADW Capital Management, LLC

(Last)

(First)

(Middle)

6431 ALLISON ROAD

(Street)

MIAMI BEACH

33141

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ADW Capital Partners, L.P.

(Last)

(First)

(Middle)

6431 ALLISON ROAD

(Street)

MIAMI BEACH

33141

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Wyden Adam D

(Last)

(First)

(Middle)

6431 ALLISON ROAD

(Street)

MIAMI BEACH

33141

(City)

(State)

(Zip)

Explanation of Responses:

1. This statement is being jointly filed by and on behalf of each of ADW Capital Partners, L.P., a Delaware limited partnership ("ADW Capital Partners"), ADW Capital Management, LLC, a Delaware limited liability company ("ADW Capital Management"), and Adam D. Wyden. ADW Capital Partners is the record and direct beneficial owner of the securities covered by this statement. ADW Capital Management is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, ADW Capital Partners. Mr. Wyden is the sole manager of, and may be deemed to beneficially own securities owned by, ADW Capital Management.

2. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

3. Each reporting person, among others, may be deemed to be a member of a group with respect to RCI Hospitality Holdings, Inc., a Texas corporation (the "Issuer"), or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person 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.

Remarks:

	ADW CAPITAL PARTNERS, L.P., By: ADW Capital Management, LLC, Its: General Partner, By: /s/ Adam D. Wyden, Name: Adam D. Wyden, Title: Sole Manager	09/28/2023
	ADW CAPITAL MANAGEMENT, LLC, By: /s/ Adam D. Wyden, Name: Adam D. Wyden, Title: Sole Manager	09/28/2023
	ADAM D. WYDEN, /s/ Adam D. Wyden	09/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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