SEC Form 4 · accession 0001179110-17-010390
RTW Retailwinds, Inc. · RTW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory J Scott
Officer — Chief Executive Officer · Director
Period of report
Jun 29, 2017
Accepted (ET)
Jul 14, 2017 · 5:24 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 | $3.80 | Jun 29, 2017 | D | 700,000 | D | — | Jun 1, 2020 | Common Stock | 700,000 | 0 | D |
| Stock Appreciation RightsF1,F3,F4 | $1.36 | Jun 29, 2017 | A | 294,000 | A | — | Jun 1, 2020 | Common Stock | 294,000 | 294,000 | D |
| Stock Appreciation RightsF1,F5 | $6.17 | Jun 29, 2017 | D | 200,000 | D | — | Feb 15, 2021 | Common Stock | 200,000 | 0 | D |
| Stock Appreciation RightsF1,F3,F6 | $1.36 | Jun 29, 2017 | A | 45,283 | A | — | Feb 15, 2021 | Common Stock | 45,283 | 45,283 | D |
| Stock Appreciation RightsF1,F7 | $3.65 | Jun 29, 2017 | D | 200,000 | D | — | Apr 16, 2022 | Common Stock | 200,000 | 0 | D |
| Stock Appreciation RightsF1,F3,F8 | $1.36 | Jun 29, 2017 | A | 101,754 | A | — | Apr 16, 2022 | Common Stock | 101,754 | 101,754 | D |
| Stock Appreciation RightsF1,F9 | $5.32 | Jun 29, 2017 | D | 200,000 | D | — | Aug 26, 2023 | Common Stock | 200,000 | 0 | D |
| Stock Appreciation RightsF1,F3,F10 | $1.36 | Jun 29, 2017 | A | 111,864 | A | — | Aug 26, 2023 | Common Stock | 111,864 | 111,864 | D |
| Stock Appreciation RightsF1,F11 | $3.47 | Jun 29, 2017 | D | 100,000 | D | — | Aug 25, 2024 | Common Stock | 100,000 | 0 | D |
| Stock Appreciation RightsF1,F3,F12 | $1.36 | Jun 29, 2017 | A | 44,999 | A | — | Aug 25, 2024 | Common Stock | 44,999 | 44,999 | D |
| Stock Appreciation RightsF1,F13 | $2.60 | Jun 29, 2017 | D | 200,000 | D | — | Aug 25, 2025 | Common Stock | 200,000 | 0 | D |
| Stock Appreciation RightsF1,F3,F14 | $1.36 | Jun 29, 2017 | A | 122,580 | A | — | Aug 25, 2025 | Common Stock | 122,580 | 122,580 | 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.
- F10Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018.
- F11Represents 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: 25,000 on August 25, 2015, 25,000 on August 25, 2016 and 50,000 on August 25, 2017.
- F12Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 22,501 on August 25, 2017 and 22,498 on June 29, 2018.
- F13Represents 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: 50,000 on August 25, 2016, 50,000 on August 25, 2017 and 100,000 on August 25, 2018.
- F14Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 30,645 on August 25, 2017, 30,645 on June 29, 2018 and 61,290 on August 25, 2018.
- 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: 137,500 on June 1, 2011, 187,500 on June 1, 2012, 187,500 on June 1, 2013, and 187,500 on June 1, 2014.
- 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 all vest on June 29, 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: 50,000 on February 15, 2012, 50,000 on February 15, 2013, 50,000 on February 15, 2014, and 50,000 on February 15, 2015.
- F6Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018.
- F7Represents SARs cancelled pursuant to the Company's Stock Appreciation Right and Option Exchange Program. The reporting person was previously awarded SARs which were all exercisable on April 16, 2015.
- F8Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which all vest on June 29, 2018.
- F9Represents 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: 50,000 on August 25, 2014, 50,000 on August 25, 2015 and 100,000 on August 25, 2016.