SEC Form 4 · accession 0001179110-17-010389
RTW Retailwinds, Inc. · RTW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John M Worthington
Officer — President and COO
Period of report
Jun 29, 2017
Accepted (ET)
Jul 14, 2017 · 5:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001211351
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF1,F2 | $3.16 | Jun 29, 2017 | D | 750,000 | D | — | Nov 3, 2024 | Common Stock | 750,000 | 0 | D |
| Stock Appreciation RightsF1,F3,F4 | $1.36 | Jun 29, 2017 | A | 381,148 | A | — | Nov 3, 2024 | Common Stock | 381,148 | 381,148 | D |
| Stock Appreciation RightsF1,F5 | $2.60 | Jun 29, 2017 | D | 150,000 | D | — | Aug 25, 2025 | Common Stock | 150,000 | 0 | D |
| Stock Appreciation RightsF1,F3,F6 | $1.36 | Jun 29, 2017 | A | 91,935 | A | — | Aug 25, 2025 | Common Stock | 91,935 | 91,935 | D |
Explanation of responses
- F1Each Stock Appreciation Right (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.
- F2Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program as more fully described in the Schedule TO, filed with the Securities and Exchange Commission on June 1, 2017. The reporting person was previously awarded SARs which were exercisable as follows: 187,500 on November 3, 2015, 187,500 on November 3, 2016, 187,500 on November 3, 2017, and 187,500 on November 3, 2018.
- F3In exchange for each cancelled award pursuant to the Company's Stock Appreciation Right and Option Exchange Program, the reporting person received a replacement award for a lesser number of SARs with an equal fair value and an exercise price equal to the closing price of the Company's common stock as reported on the New York Stock Exchange on June 29, 2017.
- F4Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 95,287 on November 3, 2017, 190,574 on June 29, 2018, and 95,287 on November 3, 2018.
- F5Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were exercisable as follows: 37,500 on August 25, 2016, 37,500 on August 25, 2017, and 75,000 on August 25, 2018.
- F6Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 22,983 on August 25, 2017, 22,983 on June 29, 2018, and 45,969 on August 25, 2018.