Statement of Changes in Beneficial Ownership (4)
01 6월 2022 - 5:31AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Retail Ecommerce Ventures LLC |
2. Issuer Name and Ticker or Trading Symbol
Wilhelmina International, Inc.
[
WHLM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1680 MICHIGAN AVENUE, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2021 |
(Street)
MIAMI BEACH, FL 33139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/31/2021 | | P(1) | | 237500 | A | $10.00 | 712500 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | Shares purchased pursuant to the Purchase Agreement dated March 31, 2021, by and between REV Alpha Holdings LLC and Lorex Investment AG, as amended by Amendment thereto, dated as of November 12, 2021. |
(2) | The shares are held directly by REV Alpha Holdings LLC, a wholly owned subsidiary of Modell's Sporting Goods Online, Inc. Retail Ecommerce Ventures, LLC ("REV") owns 82.99% of the equity interests of Modell's. Tai Lopez owns 42.80% of the equity interests of Modell's, both directly and through his ownership interest in REV. Alex Mehr owns 42.80% of the equity interests of Modell's, both directly and through his ownership interest in REV. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Retail Ecommerce Ventures LLC 1680 MICHIGAN AVENUE SUITE 700 MIAMI BEACH, FL 33139 |
| X |
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REV Alpha Holdings LLC 1680 MICHIGAN AVENUE SUITE 700 MIAMI BEACH, FL 33139 |
| X |
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Modell's Sporting Goods Online Inc. 1680 MICHIGAN AVENUE SUITE 700 MIAMI BEACH, FL 33139 |
| X |
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Lopez Tai C/O WILHELMINA INTERNATIONAL, INC. 200 CRESCENT COURT, SUITE 1400 DALLAS, TX 75201 |
| X |
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MEHR ALEXANDER C/O WILHELMINA INTERNATIONAL, INC. 200 CRESCENT COURT, SUITE 1400 DALLAS, TX 75201 | X | X |
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Signatures
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Retail Ecommerce Ventures LLC, /s/ Alex Mehr, President | | 5/13/2022 |
**Signature of Reporting Person | Date |
/s/ Tai Lopez | | 5/28/2022 |
**Signature of Reporting Person | Date |
REV Alpha Holdings, LLC, /s/ Alex Mehr, CEO | | 5/13/2022 |
**Signature of Reporting Person | Date |
/s/ Alex Mehr | | 5/13/2022 |
**Signature of Reporting Person | Date |
Modell's Sporting Goods Online, Inc., /s/ Alex Mehr, CEO | | 5/13/2022 |
**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 control number. |
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