Statement of Changes in Beneficial Ownership (4)
September 14 2020 - 6:47PM
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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3235-0287
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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
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Toal Sheamus |
2. Issuer Name and Ticker or Trading Symbol
RTW Retailwinds, Inc.
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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)
CEO and CFO |
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(Last)
(First)
(Middle)
330 W. 34TH STREET, 9TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/31/2020 |
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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 | 8/31/2020 | | F | | 2383 (1) | D | $0.056 | 285349 (2) | D | |
| Common Stock | | | | | | | | 19000 (3) | I | See footnote (4) |
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 |
| Explanation of Responses: |
| (1) | Represents a transaction involving a disposition to the Company of equity securities to satisfy tax withholding obligations upon the distribution of deferred stock units under the Company's Management Stock Purchase Plan. |
| (2) | Includes 201,897 shares of common stock; 32,505 vested deferred stock units; 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; and 18,442 shares of restricted stock which vest on August 27, 2021. |
| (3) | Represents common stock indirectly beneficially owned by the reporting person. |
| (4) | The shares continue to be held of record by the reporting person as custodian for his daughter. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Toal Sheamus
330 W. 34TH STREET
9TH FLOOR
NEW YORK, NY 10001 |
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| CEO and CFO |
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Signatures
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| Linda Gormezano, attorney-in-fact /s/ Linda Gormezano | | 9/14/2020 |
| **Signature of Reporting Person | Date |
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