SEC Form 4 · accession 0001179110-18-010929
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 20, 2018
Accepted (ET)
Aug 27, 2018 · 5:20 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 20, 2018 | A | 4,826 | $5.05 | A | 243,882 | D | |
| Common StockF2 | Aug 20, 2018 | A | 4,826 | $0.00 | A | 248,708 | D | |
| Common StockF3,F4 | Aug 25, 2018 | F | 10,584 | $5.36 | D | 238,124 | D | |
| Common StockF5,F6 | holding | — | — | — | 19,000 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reporting person voluntarily elected to defer a portion of their cash bonus earned under the New York & Company, Inc. Incentive Compensation Plan by acquiring deferred stock units (DSUs) at the fair market value of the Company's stock on the date of grant. The DSUs convert on a one-for-one basis into shares of the issuer's common stock subsequent to the earlier of the reporting person's previously elected payment date or termination of services as an employee.
- F2The reporting person voluntarily elected to defer a portion of their cash bonus earned under the New York & Company, Inc. Incentive Compensation Plan by acquiring deferred stock units (DSUs) at the fair market value of the Company's stock on the date of grant. The DSUs convert on a one-for-one basis into shares of the issuer's common stock subsequent to the earlier of the reporting person's previously elected payment date or termination of services as an employee. In accordance with the Company's Management Stock Purchase Plan, the Company matches the amount of cash incentive compensation the reporting person deferred with additional unvested DSUs equal to the fair market value on the date of grant, which vest on the third anniversary of the date of grant.
- F3Represents a transaction involving a disposition to the Company of equity securities to satisfy tax withholding obligations upon the vesting of restricted stock.
- F4Includes 160,036 shares of common stock; 29,044 vested deferred stock units; 2,404 deferred stock units which vest on August 31, 2018; 2,492 deferred stock units which vest on August 31, 2020; 19,322 deferred stock units which vest on March 20, 2021; 4,826 deferred stock units which vest on August 20, 2021; and 20,000 shares of restricted stock which vest on August 22, 2019.
- F5Represents common stock indirectly beneficially owned by the reporting person.
- F6The shares continue to be held of record by the reporting person as custodian for his daughter.