SEC Form 4 · accession 0001179110-18-011734
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
Aug 27, 2018
Accepted (ET)
Sep 28, 2018 · 6:33 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 27, 2018 | A | 153,688 | $0.00 | A | 272,422 | D | |
| Common StockF2,F3 | Sep 28, 2018 | A | 97,150 | $0.00 | A | 369,572 | D | |
| Common StockF4 | holding | — | — | — | 176,340 | I | The Gregory John Scott Living Trust |
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 | 153,688 | A | — | Aug 27, 2028 | Common Stock | 153,688 | 153,688 | D |
Explanation of responses
- F1The reporting person was awarded restricted stock which vests on August 27, 2021.
- F2The reporting person was granted an award of performance-based restricted stock that vests subject to the Company achieving fiscal year target EBITDA levels for fiscal years 2019, 2020 and 2021, and continued employment with the Company through March 2022. For each fiscal year EBITDA target achieved by the Company, the reporting person will earn 24,287 shares of restricted stock. If the Company achieves the fiscal year target EBITDA goal for the combined fiscal years 2019, 2020 and 2021, the reporting person will earn 24,289 shares of restricted stock. Any earned shares will vest in March 2022. If the Company does not achieve any of the fiscal year EBITDA goals, the performance shares related to that performance period will be forfeited.
- F3Includes 10,000 shares of common stock; 54,367 vested deferred stock units; 6,211 unvested deferred stock units that vest on August 31, 2020; 48,156 unvested deferred stock units that vest on March 20, 2021; 153,688 shares of restricted stock which vest on August 27, 2021; and 97,150 shares of performance-based restricted stock.
- F4Represents common stock indirectly beneficially owned by the reporting person.
- F5The reporting person was awarded stock appreciation rights (SARs) which vest as follows: 38,422 on August 27, 2019; 38,422 on August 27, 2020, and 76,844 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.