SEC Form 4 · accession 0001179110-17-010391
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
Jun 29, 2017
Accepted (ET)
Jul 14, 2017 · 5:25 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Purchase Common StockF1 | $4.74 | Jun 29, 2017 | D | 50,000 | D | — | Mar 19, 2018 | Common Stock | 50,000 | 0 | D |
| Stock Appreciation RightsF2,F3,F4 | $1.36 | Jun 29, 2017 | A | 11,111 | A | — | Jun 29, 2019 | Common Stock | 11,111 | 11,111 | D |
| Stock Appreciation RightsF2,F5 | $4.79 | Jun 29, 2017 | D | 50,000 | D | — | Apr 1, 2020 | Common Stock | 50,000 | 0 | D |
| Stock Appreciation RightsF2,F3,F4 | $1.36 | Jun 29, 2017 | A | 15,306 | A | — | Apr 1, 2020 | Common Stock | 15,306 | 15,306 | D |
| Stock Appreciation RightsF2,F6 | $6.89 | Jun 29, 2017 | D | 50,000 | D | — | Apr 15, 2021 | Common Stock | 50,000 | 0 | D |
| Stock Appreciation RightsF2,F3,F4 | $1.36 | Jun 29, 2017 | A | 10,377 | A | — | Apr 15, 2021 | Common Stock | 10,377 | 10,377 | D |
| Stock Appreciation RightsF2,F7 | $3.65 | Jun 29, 2017 | D | 65,000 | D | — | Apr 16, 2022 | Common Stock | 65,000 | 0 | D |
| Stock Appreciation RightsF2,F3,F4 | $1.36 | Jun 29, 2017 | A | 33,070 | A | — | Apr 16, 2022 | Common Stock | 33,070 | 33,070 | D |
| Stock Appreciation RightsF2,F8 | $5.32 | Jun 29, 2017 | D | 67,050 | D | — | Aug 26, 2023 | Common Stock | 67,050 | 0 | D |
| Stock Appreciation RightsF2,F3,F4 | $1.36 | Jun 29, 2017 | A | 37,502 | A | — | Aug 26, 2023 | Common Stock | 37,502 | 37,502 | D |
| Stock Appreciation RightsF2,F9 | $3.47 | Jun 29, 2017 | D | 114,618 | D | — | Aug 25, 2024 | Common Stock | 114,618 | 0 | D |
| Stock Appreciation RightsF2,F3,F10 | $1.36 | Jun 29, 2017 | A | 51,578 | A | — | Aug 25, 2024 | Common Stock | 51,578 | 51,578 | D |
| Stock Appreciation RightsF2,F11 | $2.60 | Jun 29, 2017 | D | 114,618 | D | — | Aug 25, 2025 | Common Stock | 114,618 | 0 | D |
| Stock Appreciation RightsF2,F3,F12 | $1.36 | Jun 29, 2017 | A | 70,249 | A | — | Aug 25, 2025 | Common Stock | 70,249 | 70,249 | D |
Explanation of responses
- F1Represents options to purchase common stock 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 options to purchase common stock which were exercisable as follows: 12,500 on March 19, 2009, 12,500 on March 19, 2010, 12,500 on March 19, 2011, and 12,500 on March 19, 2012.
- F10Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 25,790 on August 25, 2017 and 25,788 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: 28,654 on August 25, 2016; 28,654 on August 25, 2017, and 57,310 on August 25, 2018
- F12Represents Replacement SARs granted pursuant to the Company's Stock Appreciation Right and Option Exchange Program which vest as follows: 17,562 on August 25, 2017, 17,562 on June 29, 2018, and 35,125 on August 25, 2018.
- F2Each 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.
- 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 all exercisable on April 1, 2013.
- F6Represents 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 15, 2014.
- 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 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: 16,762 on August 26, 2014, 16,762 on August 26, 2015, and 33,526 on August 26, 2016.
- 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: 28,654 on August 25, 2015, 28,654 on August 25, 2016, and 57,310 on August 25, 2017.