FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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
                      
1. Name and Address of Reporting Person * Susan Riley 2. Date of Event Requiring Statement (MM/DD/YYYY)
10/30/2019 

3. Issuer Name and Ticker or Trading Symbol RTW Retailwinds, Inc. [RTW]
(Last)       (First)       (Middle)
330 WEST 34TH STREET, 9TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                          _____ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)
NEW YORK, NY 10001      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)

 

6. Individual or Joint/Group Filing(Check Applicable Line)_X_ Form filed by One Reporting Person
___ 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  27439 (1) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

Explanation of Responses:
(1)  On October 30, 2019, the reporting person was awarded restricted stock which vests as follows: 9,054 shares on October 30, 2020; 9,054 shares on October 30, 2021; and9,331 shares on October 30, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Susan Riley
330 WEST 34TH STREET
9TH FLOOR
NEW YORK, NY 10001
X



Signatures
Linda Gormezano, attorney-in-fact /s/ Linda Gormezano 11/8/2019
**Signature of Reporting Person Date
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