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Form 3 RCI HOSPITALITY HOLDINGS For: May 09 Filed by: Wyden Adam D

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May 19, 2022 8:01 AM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
ADW Capital Management, LLC
(Last) (First) (Middle)
6431 ALLISON ROAD
(Street)
MIAMI BEACH FL 33141
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2022 		3. Issuer Name and Ticker or Trading Symbol
RCI HOSPITALITY HOLDINGS, INC. [ RICK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, $0.01 par value 899,000
I
See footnotes (1) (2) (3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option (Right to Buy)   (4) 02/17/2023 Common stock, $0.01 par value 50,000 30 I See footnotes (1) (2) (3)
Explanation of Responses:
1. This Form 3 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.
4. Freely exercisable.
ADW CAPITAL PARTNERS, L.P. By: ADW Capital Management, LLC Its: General Partner By: /s/ Adam D. Wyden 05/19/2022
** Signature of Reporting Person Date
ADW CAPITAL MANAGEMENT, LLC By: /s/ Adam D. Wyden 05/19/2022
** Signature of Reporting Person Date
ADAM D. WYDEN /s/ Adam D. Wyden 05/19/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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