SEC Form 4 · accession 0001179110-16-029164
RTW Retailwinds, Inc. · RTW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sheamus Toal
Officer — EVP and CFO
Period of report
Aug 22, 2016
Accepted (ET)
Aug 31, 2016 · 6:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001211351
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 22, 2016 | A | 20,000 | $0.00 | A | 248,644 | D | |
| Common StockF2,F3 | Aug 31, 2016 | F | 1,345 | $2.25 | D | 247,299 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF4 | $2.15 | Aug 22, 2016 | A | 115,000 | A | — | Aug 22, 2026 | Common Stock | 115,000 | 115,000 | D |
Explanation of responses
- F1The reporting person was awarded restricted stock which vests on August 22, 2019.
- F2Represents a transaction involving a disposition to the Company of equity securities to satisfy tax withholding obligations upon the vesting of deferred stock units.
- F3Includes 111,537 shares of common stock; 11,268 vested deferred stock units; 8,864 deferred stock units which vest on April 30, 2017; 2,404 deferred stock units which vest on August 31, 2018; 50,000 shares of restricted stock which vest on October 22, 2016; 21,613 shares of restricted stock which vest on August 25, 2017; 21,613 shares of restricted stock which vest on August 25, 2018; and 20,000 shares of restricted stock which vest on August 22, 2019.
- F4The reporting person was awarded stock appreciation rights (SARs) which vest as follows: 28,750 on August 22, 2017; 28,750 on August 22, 2018, and 57,500 on August 22, 2019. Each SAR represents the right to receive a payment measured by the increase in the fair market value of one share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise the SARs will be settled in stock.