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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 5)1
RTW Retailwinds, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
649295102
(CUSIP
Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive,
Suite 309
Coral
Springs, FL 33076
(631)
863-3100
AFSHIN
HAKIM, ESQ.
HAKIM
LAW GROUP
11812
San Vicente Blvd., Suite 380
Los
Angeles, CA 90049
(424)
299-8913
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
5, 2019
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued
on following pages)
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1
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NAME
OF REPORTING PERSONS
PHILOTIMO
FUND, LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
-
0 -
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8
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SHARED
VOTING POWER
1,379,654
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9
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SOLE
DISPOSITIVE POWER
-
0 -
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10
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SHARED
DISPOSITIVE POWER
1,379,654
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,379,654
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.11%
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14
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TYPE
OF REPORTING PERSON
IA,
PN
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1
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NAME
OF REPORTING PERSONS
KANEN
WEALTH MANAGEMENT, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO;
AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
FLORIDA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
-0-
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8
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SHARED
VOTING POWER
4,584,266
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9
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SOLE
DISPOSITIVE POWER
-0-
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10
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SHARED
DISPOSITIVE POWER
4,584,266
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,584,266
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.02%
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14
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TYPE
OF REPORTING PERSON
IA
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1
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NAME
OF REPORTING PERSONS
DAVID
KANEN
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
957,200
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8
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SHARED
VOTING POWER
4,584,266
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9
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SOLE
DISPOSITIVE POWER
957,200
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10
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SHARED
DISPOSITIVE POWER
4,584,266
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,584,266
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.49%
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14
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TYPE
OF REPORTING PERSON
IN
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The
following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This
Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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Item
3 is hereby amended and restated to read as follows:
The
Shares purchased by Philotimo Fund, LP (“Phlilotimo”) were purchased with working capital (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The
Shares purchased by Kanen Wealth Management, LLC (“KWM”) were purchased with the funds for the accounts of
its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business)
in open market transactions. The Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase
price of the 3,204,612 Shares beneficially owned by KWM is approximately $6,139,488.59 including brokerage commissions. The aggregate
purchase price of the 1,379,654 Shares beneficially owned by Philotimo is approximately $3,338,970.51, including brokerage commissions.
The aggregate purchase price of the 957,200 Shares beneficially owned by Mr. Kanen is approximately $2,152,650.75, including brokerage
commissions.
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Item
5.
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Interest
in Securities of the Issuer.
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Items
5(a)-(c) are hereby amended and restated to read as follows:
The
aggregate percentage of Shares reported owned by each person named herein is based upon 65,275,823 Shares outstanding as of August
30, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
September 6, 2019.
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(a)
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As
of the close of business on December 5, 2019, Philotimo beneficially owned 1,379,654
Shares.
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Percentage:
Approximately 2.11%
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(b)
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1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,379,654
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,379,654
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(c)
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The
transactions in the Shares by Philotimo since the filing of Amendment No. 4 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As
of the close of business on December 5, 2019, KWM beneficially owned 3,204,612 Shares.
KWM, as the general partner of Philotimo, may be deemed the beneficial owner of the 1,379,654
Shares owned by Philotimo.
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Percentage:
Approximately 7.02%
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(b)
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1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,584,266
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,584,266
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(c)
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The
transactions in the Shares by KWM since the filing of Amendment No. 4 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As
of the close of business on November 6, 2019, Mr. Kanen directly beneficially owned 957,200
Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner
of the (i) 3,204,612 Shares owned by KWM and (ii) 1,379,654 Shares owned by Philotimo.
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Percentage:
Approximately 8.49%
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(b)
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1.
Sole power to vote or direct vote: 957,200
2. Shared power to vote or direct vote: 5,541,466
3. Sole power to dispose or direct the disposition: 957,200
4. Shared power to dispose or direct the disposition: 5,541,466
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(c)
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The
transactions in the Shares by Mr. Kanen since the filing of Amendment No. 4 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference. The transactions
in the Shares on behalf of KWM since the filing of Amendment No. 4 to the Schedule 13D
are set forth in Schedule A and are incorporated herein by reference.
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Kanen
Wealth Management, LLC in its role as investment manager to several customer accounts (collectively, the “Accounts”)
to which it furnishes investment advice, and Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may each be deemed
to beneficially own shares of the Issuer's Shares held in the Accounts.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other
Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary
interest therein.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
December 5, 2019
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KANEN
WEALTH MANAGEMENT, LLC
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By:
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/s/ David
L. Kanen
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Name:
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David
L. Kanen
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Title:
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Managing
Member
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PHILOTIMO
FUND, LP
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By:
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Kanen
Wealth Management, LLC
its
general partner
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By:
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/s/ David
L. Kanen
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Name:
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David
L. Kanen
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Title:
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Managing
Member
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/s/ David
L. Kanen
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DAVID
L. KANEN
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SCHEDULE
A
Transactions
in the Shares of the Issuer During the Past Sixty Days
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Nature of the Transaction
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Amount of Shares
Purchased/(Sold)
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Price ($)
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Date of
Purchase/Sale
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KANEN
WEALTH MANAGEMENT, llC
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Purchase of Common Stock
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5,238
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1.3403
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10/08/2019
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Purchase of Common Stock
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3,110
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1.3482
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10/10/2019
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Sale of Common Stock
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1,340
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1.3708
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10/14/2019
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Purchase of Common Stock
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2,337
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1.3500
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10/14/2019
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Purchase of Common Stock
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55,305
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1.3032
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10/16/2019
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Purchase of Common Stock
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52,930
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1.2500
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12/03/2019
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DAvid
Kanen
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Purchase of Common Stock
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4,537
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1.2960
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12/05/2019
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philotimo
fund, LP
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Purchase of Common Stock
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33,400
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1.4000
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11/15/2019
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Purchase of Common Stock
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1,430
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1.2297
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12/02/2019
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Purchase of Common Stock
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100,000
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1.2500
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12/03/2019
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Purchase of Common Stock
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51,603
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1.2499
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12/04/2019
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