SEC Form 4 · accession 0001179110-16-031378
RTW Retailwinds, Inc. · RTW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Michelle Pearlman
Officer — EVP, eCommerce and CMO
Period of report
Nov 7, 2016
Accepted (ET)
Nov 9, 2016 · 4:39 pm EST
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,F2 | Nov 7, 2016 | A | 150,000 | $2.11 | A | 253,294 | 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 RightsF3 | $2.11 | Nov 7, 2016 | A | 200,000 | A | — | Nov 7, 2026 | Common Stock | 200,000 | 200,000 | D |
Explanation of responses
- F1On November 7, 2016, the reporting person was awarded restricted stock which vests on November 7, 2019.
- F2Includes 83,427 shares of common stock, 19,867 shares of restricted stock which vest on June 1, 2017, and 150,000 shares of restricted stock which vest on November 7, 2019.
- F3The reporting person was awarded stock appreciation rights (SARs) which vest as follows: 50,000 on November 7, 2017, 50,000 on November 7, 2018, 50,000 on November 7, 2019, and 50,000 on November 7, 2020. 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.