0001204348-18-000003.txt : 20180501
0001204348-18-000003.hdr.sgml : 20180501
20180501103150
ACCESSION NUMBER: 0001204348-18-000003
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180430
FILED AS OF DATE: 20180501
DATE AS OF CHANGE: 20180501
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RAMADAN RAMI S
CENTRAL INDEX KEY: 0001204347
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25244
FILM NUMBER: 18793698
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TRANS WORLD CORP
CENTRAL INDEX KEY: 0000914577
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900]
IRS NUMBER: 133738518
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 545 FIFTH AVE
STREET 2: STE 940
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2129833355
MAIL ADDRESS:
STREET 1: 545 FIFTH AVE
STREET 2: STE 940
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: TRANS WORLD GAMING CORP
DATE OF NAME CHANGE: 19941027
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2018-04-30
1
0000914577
TRANS WORLD CORP
twoc
0001204347
RAMADAN RAMI S
C/O TRANS WORLD CORPORATION
545 FIFTH AVENUE, SUITE 940
NEW YORK
NY
10017
1
1
0
0
CEO
Common Stock
2018-04-30
2018-04-30
4
D
0
63500
4.1886
D
0
D
Restricted Stock
2018-04-30
2018-04-30
4
D
0
25000
4.1886
D
0
D
Options
0.5891
2018-04-30
2018-04-30
4
D
0
200000
0.5891
D
2014-11-14
2019-11-14
Common Stock
200000
0
D
Options
1.3873
2018-04-30
2018-04-30
4
D
0
75000
1.3873
D
2016-01-29
2021-01-29
Common Stock
75000
0
D
Pursuant to his renewed employment agreement and the former equity plan, in July 2005, Mr. Ramadan was granted 75,000 shares of restricted Common Stock that vest cumulatively, according to the performance targets set forth in his employment agreement. As a result of the consummation of the Agreement and Plan of Merger among Trans World Corporation, FEC Overseas Investment (UK) Limited, and FEC Investment (US) Limited and Far East Consortium International Limited ("the "Merger Agreement"), all shares of restricted stock that were subject to vesting or other lapse restrictions: (i) became free of such restrictions immediately prior to the effective time of the merger and automatically vested on April 30, 2018, (ii) were automatically cancelled and retired, and (iii) were automatically converted into the right to receive $4.1886 per share of restricted stock, without interest and subject to any withholding taxes.
On November 11, 2014, pursuant to the Company's 2014 Equity Incentive Plan, the "2014 Equity Plan," Mr. Ramadan was granted five-year options to purchase 200,000 shares of common stock, par value $0.001 per share ("Common Stock"), that vest in four equal parts, with the options to acquire 50,000 shares vesting immediately upon the date of grant, and options to acquire 50,000 shares vesting subsequently upon each anniversary of the grant date. On each anniversary of the grant date, the exercise price increased by four percent (4%). As a result of the Merger Agreement, all unvested options vested on April 30, 2018, were cancelled and those options whose exercise price was below $4.1886 per share (the "Per Share Merger Consideration") were paid the difference between the exercise price and the Per Share Price Consideration, without interest and subject to any withholding taxes.
On January 29, 2016, the Company's Board of Directors approved a grant to Mr. Ramadan, pursuant to the Company's 2014 Equity Plan, of five-year options to purchase 75,000 shares of Common Stock, that vest in four equal parts, with the options to acquire 18,750 shares vesting immediately upon the date of grant, and options to acquire 18,750 shares vesting subsequently upon each anniversary of the grant date. On each anniversary of the grant date, the exercise price increased by four percent (4%). As a result of the Merger Agreement, all unvested options vested on April 30, 2018, were cancelled and those options whose exercise price was below the Per Share Merger Consideration were paid the difference between the exercise price and the Per Share Price Consideration, without interest and subject to any withholding taxes.
Hung Le
2018-05-01