Mark E Schwarz Form 4 RAVE RESTAURANT / MARK E SCHWARZ ownership change

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).

1. Name and Address of Reporting Person^*

SCHWARZ MARK E

(Last) (First) (Middle)

200 CRESCENT COURT

SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RAVE RESTAURANT GROUP, INC. [ RAVE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								100,691	D
Common Stock	12/15/2017		C		150,000	A	$2	2,989,453	I	Directly owned by Newcastle Partners L.P.(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
4% Convertible Senior Notes due 2022, Par $100	$2	12/15/2017		C			$300,000	05/15/2017	02/15/2022	Common Stock	150,000	$0	$785,000	I	Directly owned by Newcastle Partners L.P.(1)
4% Convertible Senior Notes due 2022, Par $100	$2							05/15/2017	02/15/2022	Common Stock	13,900		$27,800	D
Director Stock Option (right to buy)	$3.95							06/27/2017	06/27/2026	Common Stock	40,000		40,000	D
Director Stock Option (right to buy)	$3.11							06/25/2013	06/25/2022	Common Stock	15,000		15,000	D
Director Stock Option (right to buy)	$1.9							06/29/2010	06/29/2019	Common Stock	40,000		40,000	D
Director Stock Option (right to buy)	$2.32							07/02/2009	07/02/2018	Common Stock	40,000		40,000	D

1. Name and Address of Reporting Person^*

SCHWARZ MARK E

(Last) (First) (Middle)

200 CRESCENT COURT

SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NEWCASTLE PARTNERS L P

(Last) (First) (Middle)

200 CRESCENT COURT

SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NEWCASTLE CAPITAL MANAGEMENT LP

(Last) (First) (Middle)

200 CRESCENT COURT

SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NEWCASTLE CAPITAL GROUP LLC

(Last) (First) (Middle)

200 CRESCENT COURT

SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NCM SERVICES, INC.

(Last) (First) (Middle)

200 CRESCENT COURT

SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Schwarz 2012 Family Trust

(Last) (First) (Middle)

200 CRESCENT COURT

SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. Mr. Schwarz is the sole trustee of the Schwarz 2012 Family Trust (the "Trust") and a director and officer of NCM Services, Inc. ("NCMS"). The Trust is the sole shareholder of NCMS, which is the sole member of Newcastle Capital Group, L.L.C. ("NCG"), which is the general partner of Newcastle Capital Management, L.P. ("NCM"), which is the general partner of Newcastle Partners, L.P. ("NP"). Accordingly, Mr. Schwarz may be deemed the beneficial owner of all shares held by any of the Trust, NCMS, NCG, NCM or NP.

Remarks:

	Steven D. Davidson as Attorney-In-Fact for each Reporting Person	12/19/2017
	** 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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