Statement of Changes in Beneficial Ownership (4)
April 01 2020 - 6:19PM
Edgar (US Regulatory)
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 OF SECURITIES
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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
*
Alimco Financial Corp |
2. Issuer Name and Ticker or Trading Symbol
TRANS WORLD ENTERTAINMENT CORP
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TWMC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
2336 SE OCEAN BLVD, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2020 |
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(Street)
STUART, FL 34996
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 25685 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrant for Common Stock | $0.01 (2) | 3/30/2020 | | P | | 1 | | 3/30/2020 | 3/31/2025 | Common Stock | 127208 (2)(3)(4) | (4) | 1 | I | By Alimco Re Ltd. |
| Explanation of Responses: |
| (1) | Reflects the effect of a 20-to-1 reverse stock split by Trans World Entertainment Corporation ("Trans World") of its common stock. |
| (2) | The reported transaction involved the acquisition by Alimco Re Ltd. of a warrant to purchase a total of 127,208 shares of Trans World common stock at a price equal to $0.01 per share (the "Warrant"). Alimco Re Ltd. is a wholly-owned subsidiary of Alimco Financial Corporation ("Alimco"). Alimco may be deemed to have voting and dispositive control over shares held by Alimco Re Ltd. |
| (3) | Alimco disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. This filing shall not be deemed an admission that Alimco is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing. |
| (4) | Alimco Re Ltd. acquired the Warrant in connection with a $2,718,000 secured term loan made on March 30, 2020 by Alimco Re Ltd. to Etailz Inc., a wholly-owned subsidiary of Trans World. |
Remarks:
Alimco and Mr. Neil S. Subin ("Mr. Subin"), who succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III., and also serves as trustee of a number of Miller family trusts, may be deemed to constitute a "group" for purposes of Section 13(d) the Exchange Act. Alimco and Mr. Subin respectively disclaim (i) the existence of, and membership in, a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder, and (ii) beneficial ownership of the securities reported by the other reporting person. The shares of Common stock ("Shares") reported by Alimco in in this filing do not include Shares reported separately by Mr. Subin. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Alimco Financial Corp
2336 SE OCEAN BLVD
SUITE 400
STUART, FL 34996 |
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| See Remarks |
Signatures
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| /s/ Jonathan Marcus, Chief Executive Officer | | 4/1/2020 |
| **Signature of Reporting Person | Date |
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