SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MILLER LLOYD I III

(Last)

(First)

(Middle)

222 LAKEVIEW AVENUE

SUITE 160-365

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANS WORLD ENTERTAINMENT CORP [ TWMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/25/2014		P		45,800	A	$3.2398⁽¹⁾	2,036,091⁽²⁾	I	By Milfam II L.P.
Common Stock	06/25/2014		P		22,640	A	$3.1995⁽³⁾	2,058,731⁽²⁾	I	By Milfam II L.P.
Common Stock								1,131,181	D
Common Stock								1,678,107⁽²⁾	I	By Trust A-4 - Lloyd I. Miller
Common Stock								5,000⁽²⁾	I	By LIMFAM LLC
Common Stock								112,791⁽²⁾	I	By Trust A-3 - Lloyd I. Miller
Common Stock								0⁽⁴⁾	I	By Trust C - Lloyd I. Miller
Common Stock								35,002⁽²⁾	I	By AMIL of Ohio, LLC
Common Stock								6,000⁽²⁾	I	By Lloyd I. Miller, III, Trustee GST Catherine C. Miller
Common Stock								6,000⁽²⁾	I	By Lloyd I. Miller, III, Trustee GST Kimberly S. Miller
Common Stock								6,000⁽²⁾	I	By Lloyd I. Miller, III, Trustee GST Lloyd I. Miller
Common Stock								12,031⁽²⁾	I	By Susan F. Miller
Common Stock								4,000⁽²⁾	I	By Trust A-2 - Lloyd I. Miller
Common Stock								209,748⁽²⁾⁽⁵⁾	I	By Milgrat (H9)
Common Stock								257,951⁽²⁾⁽⁶⁾	I	By Milgrat (A10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually paid ranged from $3.225 to $3.24 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.

2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchang Act of 1934 (the "Act") or otherwise, the beneficial owner of any equity securities covered by this filing.

3. The price in Column 4 is a weighted average price. The prices actually paid ranged from $3.15 to $3.20 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range.

4. On May 6, 2014, pursuant to a distribution made in connection with a grantor retained annuity trust, Milgrat (H9) transferred 257,951 shares to Trust C. On June 9, 2014, pursuant to a distribution made in connection with a grantor retained annuity trust, Trust C transferred 257,951 shares to Milgrat (A10). Such transactions only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Act pursuant to Rule 16a-13.

5. On May 6, 2014, pursuant to a distribution made in connection with a grantor retained annuity trust, Milgrat (H9) transferred 257,951 shares to Trust C. Such transaction only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Act pursuant to Rule 16a-13.

6. On June 9, 2014, pursuant to a distribution made in connection with a grantor retained annuity trust, Trust C transferred 257,951 shares to Milgrat (A10). Such transaction only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Act pursuant to Rule 16a-13.

Remarks:

	/s/ David J. Hoyt Attorney-in-fact	06/26/2014
	** 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.