FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ADW Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol

RCI HOSPITALITY HOLDINGS, INC. [ RICK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

6431 ALLISON ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

9/27/2023
(Street)

MIAMI BEACH, FL 33141
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $0.01 par value 9/27/2023  S  8,000 D$60.11 941,000 I See Footnotes (1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This statement 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ADW Capital Management, LLC
6431 ALLISON ROAD
MIAMI BEACH, FL 33141

X

ADW Capital Partners, L.P.
6431 ALLISON ROAD
MIAMI BEACH, FL 33141

X

Wyden Adam D
6431 ALLISON ROAD
MIAMI BEACH, FL 33141

X


Signatures
ADW CAPITAL PARTNERS, L.P., By: ADW Capital Management, LLC, Its: General Partner, By: /s/ Adam D. Wyden, Name: Adam D. Wyden, Title: Sole Manager9/28/2023
**Signature of Reporting PersonDate

ADW CAPITAL MANAGEMENT, LLC, By: /s/ Adam D. Wyden, Name: Adam D. Wyden, Title: Sole Manager9/28/2023
**Signature of Reporting PersonDate

ADAM D. WYDEN, /s/ Adam D. Wyden9/28/2023
**Signature of Reporting PersonDate


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 control number.