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