RAVE RESTAURANT GROUP, INC. — Director's Dealing 2009

Apr 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PIZZA INN INC /MO/ (PZZI)
CIK: 0000718332
Period of Report: 2009-04-20

Reporting Person: NEWCASTLE PARTNERS L P (Director, 10% Owner, See Explanation)
Reporting Person: NEWCASTLE CAPITAL MANAGEMENT LP (Director, 10% Owner, See Explanation)
Reporting Person: NEWCASTLE CAPITAL GROUP LLC (Director, 10% Owner, See Explanation)
Reporting Person: SCHWARZ MARK E (Director, 10% Owner, See Explanation)
Reporting Person: Coleman Clinton J (Director, 10% Owner, See Explanation)
Reporting Person: HALLMARK FINANCIAL SERVICES INC (Director, 10% Owner, See Explanation)
Reporting Person: AMERICAN HALLMARK INSURANCE Co OF TEXAS (Director, 10% Owner, See Explanation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-20	Common Stock, $.01 par value per share	P	44270	$1.12	Acquired	3425783	Indirect

Footnotes

F1: The Reporting Persons are members of a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and accordingly may be deemed to beneficially own Shares of the Issuer's Common Stock owned in the aggregate by the other members of the Section 13(d) group. The Section 13(d) group consists of Newcastle Partners, L.P. ("NP"), Newcastle Capital Management, L.P. ("NCM"), Newcastle Capital Group, L.L.C. ("NCG"), Hallmark Financial Services, Inc. ("Hallmark"), American Hallmark Insurance Company of Texas ("AHIC"), Mark E. Schwarz ("Schwarz") and Clinton J. Coleman ("Coleman"). Each Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock owned by the other members of the Section 13(d) group except to the extent of its pecuniary interest therein.

F2: NCM is the general partner of each of NP. NCG is the general partner of NCM, and Schwarz is the managing member of NCG. Accordingly, each of NCM, NCG and Schwarz may be deemed to beneficially own the shares directly owned by NP. In addition, NCM may be deemed to beneficially own a controlling interest in Hallmark, and Hallmark is the parent company of AHIC. Accordingly, each of NCM, NCG, Schwarz and Hallmark may be deemed to beneficially own the shares directly owned by AHIC.

F3: Includes, as of 4/20/2009, (1) 2,884,494 shares of Common Stock held by NP, (2)(a) 55,843 shares of Common Stock and (b) 30,000 options exercisable into shares of Common Stock, held in each case by Schwarz directly, (3) 35,753 shares of Common Stock held by Coleman and (4) 419,693 shares of Common Stock held by AHIC. In the aggregate, as of 4/20/2009, the members of the Section 13(d) group beneficially own 3,425,783 shares of the Issuer's Common Stock.