SEC Form 4 · accession 0001179110-18-011729
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 27, 2018
Accepted (ET)
Sep 28, 2018 · 6:31 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,F2 | Aug 27, 2018 | A | 18,442 | $0.00 | A | 254,211 | D | |
| Common StockF3,F4 | holding | — | — | — | 19,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF5 | $4.88 | Aug 27, 2018 | A | 86,065 | A | — | Aug 27, 2028 | Common Stock | 86,065 | 86,065 | D |
Explanation of responses
- F1The reporting person was awarded restricted stock which vests on August 27, 2021.
- F2Includes 162,489 shares of common stock; 26,640 vested deferred stock units; 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; 20,000 shares of restricted stock which vest on August 22, 2019; and 18,442 shares of restricted stock which vest on August 27, 2021.
- F3Represents common stock indirectly beneficially owned by the reporting person.
- F4The shares continue to be held of record by the reporting person as custodian for his daughter.
- F5The reporting person was awarded stock appreciation rights (SARs) which vest as follows: 21,516 on August 27, 2019; 21,516 on August 27, 2020, and 43,033 on August 27, 2021. 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.