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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
TRANS WORLD ENTERTAINMENT CORP [ TWMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/21/2018 | S(1)(2) | 1,027,434 | D | $0.637 | 0(3)(4) | I | By MBM - Trust A-4 | ||
Common Stock | 12/21/2018 | P(1)(2) | 513,717 | A | $0.637 | 522,117(3)(4) | I | By LIMFAM LLC | ||
Common Stock | 1,027,433(3)(4) | I | By LIM - Trust A-4 | |||||||
Common Stock | 27,197(3)(4) | I | By Trust A-1 - Lloyd I. Miller | |||||||
Common Stock | 4,000(3)(4) | I | By Trust A-2 - Lloyd I. Miller | |||||||
Common Stock | 112,791(3)(4) | I | By Trust A-3 - Lloyd I. Miller | |||||||
Common Stock | 35,002(3)(4) | I | By AMIL of Ohio, LLC | |||||||
Common Stock | 448,972(3)(4) | I | By Trust C - Lloyd I. Miller | |||||||
Common Stock | 6,000(3)(4) | I | By Trustee GST Catherine C. Miller | |||||||
Common Stock | 6,000(3)(4) | I | By Trustee GST Kimberly S. Miller | |||||||
Common Stock | 6,000(3)(4) | I | By Trustee GST Lloyd I. Miller | |||||||
Common Stock | 36,031(3)(4) | I | By Susan F. Miller | |||||||
Common Stock | 2,472,384(3)(4) | I | By Milfam II L.P. | |||||||
Common Stock | 1,189,802(3)(4) | I | BY Lloyd I. Miller, III Revocable Trust | |||||||
Common Stock | 62,572(3)(4) | I | By Milfam I L.P. | |||||||
Common Stock | 45,491(3)(4) | I | By Milfam III L.P. |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The reported transaction involved a sale of a total of 1,027,434 shares of Trans World Entertainment Corporation ("Trans World") common stock by MBM - Trust A-4, which were acquired by LIMFAM LLC and another private purchaser at a privately negotiated price equal to $0.637 per share. The reporting person may be deemed to have voting and dispositive control over shares held by MBM - Trust A-4 and LIMFAM LLC. |
2. The reporting person believes that the reported transaction constitutes 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. |
3. Except for possessing voting and dispositive power, the reporting person disclaims any other beneficial ownership of, and specifically any pecuniary interest in, the securities reported herein. This filing is not, and shall not be deemed, an admission (and the reporting person expressly disclaims) that the reporting person is, for purposes of Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any equity securities covered by this filing. |
4. The reporting person succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III. The reporting person also serves as trustee of a number of Miller family trusts. |
Remarks: |
/s/ Paul N. Silverstein Attorney-in-fact | 12/28/2018 | |
** 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. |