FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wilhelmina International, Inc. [ WHLM.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/08/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/08/2012 | J(1) | 705,438 | D | $0 | 30,094,319 | D(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This transaction is compensation for services provided to Krassner Family Investments Limited Partnership. |
2. Includes 29,759,077 shares owned directly by Krassner Family Investments Limited Partnership and 335,242 shares owned directly by Brad Krassner. Krassner Investments, Inc. is the general partner of Krassner Family Investments Limited Partnership and therefore has voting and dispositive power over the shares owned by Krassner Family Investments Limited Partnership. Krassner Investments, Inc. disclaims any pecuniary interest in the reported securities except to the extent of its ownership interest in Krassner Family Investments Limited Partnership (it owns a 1% interest in Krassner Family Investments Limited Partnership), and the inclusion of those shares in this report shall not be deemed to be an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose. Brad Krassner is the President, Director and sole stockholder of Krassner Investments, Inc. |
3. Brad Krassner, individually, and the Krassner Family Investment Trust are the limited partners of Krassner Family Investments Limited Partnership. Brad Krassner's children are the beneficiaries of the Krassner Family Investment Trust and his mother is a trustee of the trust. Brad Krassner and the Krassner Family Investment Trust disclaim any pecuniary interest in the reported limited partner interest in the reported securities except to the extent of their ownership interest therein (Brad Krassner owns an 83.5% limited partner interest in Krassner Family Investments Limited Partnership and the Krassner Family Investment Trust owns a 15.5% limited partner interest in Krassner Family Investments Limited Partnership) and the inclusion of those shares in this report shall not be deemed to be an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose. |
/s/ Brad Krassner | 02/13/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |