RAVE RESTAURANT GROUP, INC. — Director's Dealing 2012

Jun 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PIZZA INN HOLDINGS, INC /MO/ (PZZI)
CIK: 0000718332
Period of Report: 2012-06-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-18	Common Stock	P	4600	$2.38	Acquired	3065200	Direct
2012-06-20	Common Stock	P	2900	$2.56	Acquired	3068100	Direct

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 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.