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

SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 29)⁽¹⁾

RAVE RESTAURANT GROUP, INC.

(Name of Issuer)

COMMON STOCK,
PAR VALUE $0.01 PER SHARE

(Title of class of securities)

725848 10 5

(CUSIP number)

Mark E. Schwarz

NCM Services, Inc.

200 Crescent Court, Suite 1400

Dallas, Texas 75201

(214) 661-7474

(Name, address and telephone number of person

authorized to receive notices and communications)

March 3, 2017

(Date of event which requires filing of this
statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐

Note. Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 18 Pages)

____________________________

¹       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 disclosures provided in a prior
cover page.

         The information required
on 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 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).

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.

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 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.

Mark E. Schwarz is the
Chief Executive Officer of NCMS and the sole trustee of the Schwarz Trust. Clinton J. Coleman is a Managing Director and investment
professional of NCM. The principal business of NP is investing in securities. The principal business of NCM is investment management.
The principal business of NCG is acting as general partner of NCM.  The principal business of NCMS is providing management
and advisory services and investing in securities. The principal business address for each of Schwarz, Coleman, the Schwarz Trust,
NCMS, NCG, NCM and NP is 200 Crescent Court, Suite 1400, Dallas, Texas 75201. The principal business of Hallmark, HSIC, HIC and
AHIC is marketing, distributing, underwriting, and servicing of property and casualty insurance products for businesses and individuals
in the United States. The principal business address of Hallmark, HSIC, HIC and AHIC is 777 Main Street, Suite 1000, Fort Worth,
TX 76102.

Item 2(d). During
the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

Item 2(e). During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.

Item 2(f). Schwarz
and Coleman are citizens of the United States.

Item 3 is hereby amended and restated in its
entirety as follows:

As of the date of this
Amendment No. 29, NP had directly invested an aggregate $5,531,101 with respect to its beneficial ownership of the Common Stock,
consisting of $4,446,101 (inclusive of brokerage commissions) for the purchase of outstanding shares and $1,085,000 for the purchase
of Convertible Notes.  The source of the foregoing funds was the working capital of NP.  None of NCM, NCG,
NCMS or the Schwarz Trust directly owns any shares of Common Stock.

As of the date of this
Amendment No. 29, Mark E. Schwarz had directly invested an aggregate of $335,145 with respect to his beneficial ownership of the
Common Stock, consisting of $307,345 (inclusive of brokerage commissions) for the purchase of outstanding shares and $27,800 for
the purchase of Convertible Notes.  The source of the foregoing funds was the personal funds of Mr. Schwarz.  Mr.
Schwarz also directly owns options exercisable within sixty days from the date hereof for 95,000 shares of Common Stock, which
options were granted to him as consideration for his service as a director of the Company.

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.

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.

As of the date of this
Amendment No. 29, (a) HSIC directly beneficially owned 170,817 shares of the Common Stock representing approximately 1.6% of the
issued and outstanding Common Stock and consisting of 124,117 outstanding shares and Convertible Notes convertible into 46,700
shares, (b) HIC directly beneficially owned 170,817 shares of the Common Stock representing approximately 1.6% of the issued and
outstanding Common Stock and consisting of 124,117 outstanding shares and Convertible Notes convertible into 46,700 shares, and
(c) AHIC directly beneficially owned 1,012,095 shares of the Common Stock consisting of 782,395 outstanding shares and Convertible
Notes convertible into 229,700 shares. AHIC may also be deemed to beneficially own the 170,817 shares of Common Stock directly
beneficially owned by its subsidiary, HSIC. In total, AHIC may be deemed to beneficially own 1,182,912 shares of the Common Stock
representing 10.8% of the issued and outstanding Common Stock. Hallmark, as the ultimate parent of AHIC, HIC and HSIC, may be deemed
to beneficially own the 1,353,729 shares of Common Stock directly beneficially by AHIC, HIC and HSIC in the aggregate, representing
approximately 12.3% of the issued and outstanding Common Stock. Hallmark, AHIC, HIC and HSIC disclaim beneficial ownership of any
shares of the Common Stock beneficially owned by any other Reporting Person.

As of the date of this
Amendment No. 29, Clinton J. Coleman directly beneficially owned 360,084 shares of the Common Stock consisting of 106,678 outstanding
shares, Convertible Notes convertible into 40,150 shares and 213,256 shares underlying currently exercisable stock options and
representing, in the aggregate, approximately 3.3% of the issued and outstanding Common Stock. Mr. Coleman disclaims beneficial
ownership of any shares of the Common Stock beneficially owned by any other Reporting Person.

(b)       By
virtue of his position with NP, NCM, NCG, NCMS and the Schwarz Trust, Mark E. Schwarz has the sole power to vote and dispose of
all shares of Common Stock beneficially owned by NP.  Mr. Schwarz also has the sole power to vote and dispose of the
shares of Common Stock he directly beneficially owns.  Mr. Coleman has the sole power to vote and dispose of the shares
of Common Stock he directly beneficially owns.  Each of AHIC, HIC and HSIC has the sole power to vote and dispose of
the shares of Common Stock that it directly beneficially owns.

(c)       On
March 3, 2017, each of HIC, HSIC, Mark E. Schwarz and Clinton J. Coleman purchased at par the Convertible Notes ascribed to them
herein in connection with a shareholder rights offering by the Company. On March 3, 2017, NP and AHIC also purchased at par Convertible
Notes convertible into 652,200 shares and 295,000 shares, respectively, of the Common Stock in connection with the shareholder
rights offering. On March 16, 2017, NP and AHIC sold at par Convertible Notes convertible into 109,700 shares and 65,300 shares,
respectively, of the Common Stock.

SIGNATURES

After due inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

SCHEDULE A

DIRECTORS AND EXECUTIVE
OFFICERS OF

HALLMARK FINANCIAL
SERVICES, INC.

DIRECTORS AND EXECUTIVE
OFFICERS OF

AMERICAN HALLMARK
INSURANCE OF TEXAS

DIRECTORS AND EXECUTIVE
OFFICERS OF

HALLMARK INSURANCE
COMPANY

DIRECTORS AND EXECUTIVE
OFFICERS OF

HALLMARK SPECIALTY
INSURANCE COMPANY