Sec Form 4 Filing - LANGAN ERIC SCOTT @ RCI HOSPITALITY HOLDINGS, INC. - 2022-02-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LANGAN ERIC SCOTT 2. Issuer Name and Ticker or Trading Symbol RCI HOSPITALITY HOLDINGS, INC. [ RICK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 10737 CUTTEN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2022 (Street) HOUSTON,, TX77066 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 100 02/09/2022 A 50,000 ( 1 ) 02/09/2027 Common Stock 50,000 ( 2 ) 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 1 0% Owner Officer Other LANGAN ERIC SCOTT 10737 CUTTEN ROAD HOUSTON,, TX77066 X President and CEO Signatures /s/ Eric Scott Langan 02/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock options were granted under the issuer's 2022 Stock Option Plan which plan was approved by its board of directors on February 7, 2022 and will be presented for approval to the issuer's stockholders at the upcoming 2022 annual meeting. The stock options will vest as to 10,000 of the shares covered by the option upon stockholders approving the 2022 Stock Option Plan, and thereafter, 10,000 of the remaining shares covered by the option shall vest on each anniversary of February 9, 2022, provided however that the stock options will be subject to earlier vesting under certain events set forth in the 2022 Stock Option Plan, including without limitation a change in control. Further, the stock options cannot be exercised prior to obtaining stockholder approval of the 2022 Stock Option Plan, and the stock options will be cancelled if stockholder approval is not obtained. ( 2 )Executive compensation.

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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