Statement of Changes in Beneficial Ownership (4)
March 22 2019 - 4:46PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Toal Sheamus
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2. Issuer Name
and
Ticker or Trading Symbol
RTW Retailwinds, Inc.
[
RTW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, COO and CFO
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(Last)
(First)
(Middle)
330 W. 34TH STREET, 9TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2019
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(Street)
NEW YORK, NY 10001
(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
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3/19/2019
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A
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8357
(1)
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A
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$2.73
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287568
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D
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Common Stock
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3/19/2019
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A
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8357
(2)
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A
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$0
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295925
(3)
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D
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Common Stock
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19000
(4)
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I
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See footnote
(5)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The securities consist of deferred stock units (DSU's) acquired under the Company's Incentive Compensation Plan. The DSU's convert on a one-for-one basis into shares of the issuer's common stock subsequent to the earlier of the reporting person's previously elected payment date or termination of services as an employee. The currently issued DSU's were issued in payment of a portion of the reporting person's fiscal year 2018 cash bonus equal to the fair market value on the date of grant.
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(2)
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The securities consist of deferred stock units (DSU's) acquired under the Company's Incentive Compensation Plan. The DSU's convert on a one-for-one basis into shares of the issuer's common stock subsequent to the earlier of the reporting person's previously elected payment date or termination of services as an employee. In accordance with the Company's Management Stock Purchase Plan, the Company matches the amount of cash incentive compensation the reporting person deferred with additional unvested deferred stock units equal to the fair market value on the date of grant, which vest three years from the date of grant.
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(3)
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Includes 187,489 shares of common stock; 34,997 vested deferred stock units; 2,492 deferred stock units which vest on August 31, 2020; 19,322 deferred stock units which vest on March 20, 2021; 4,826 deferred stock units which vest on August 20, 2021; 8,357 deferred stock units which vest of March 19, 2022; 20,000 shares of restricted stock which vest on August 22, 2019; and 18,442 shares of restricted stock which vest on August 27, 2021.
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(4)
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Represents common stock indirectly beneficially owned by the reporting person.
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(5)
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The shares continue to be held of record by the reporting person as custodian for his daughter.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Toal Sheamus
330 W. 34TH STREET
9TH FLOOR
NEW YORK, NY 10001
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EVP, COO and CFO
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Signatures
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Linda Gormezano, attorney-in-fact /s/ Linda Gormezano
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3/22/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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