SEC Form 4 · accession 0001204348-18-000003

TRANS WORLD CORP · TWOC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Rami S Ramadan

Officer — CEO · Director

Period of report

Apr 30, 2018

Accepted (ET)

May 1, 2018 · 10:31 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000914577

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Apr 30, 2018	D	63,500	$4.1886	D	0	D
Restricted Stock^F1	Apr 30, 2018	D	25,000	$4.1886	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Options^F2	$0.5891	Apr 30, 2018	D	200,000	D	Nov 14, 2014	Nov 14, 2019	Common Stock	200,000	0	D
Options^F3	$1.3873	Apr 30, 2018	D	75,000	D	Jan 29, 2016	Jan 29, 2021	Common Stock	75,000	0	D

Explanation of responses

F1Pursuant to his renewed employment agreement and the former equity plan, in July 2005, Mr. Ramadan was granted 75,000 shares of restricted Common Stock that vest cumulatively, according to the performance targets set forth in his employment agreement. As a result of the consummation of the Agreement and Plan of Merger among Trans World Corporation, FEC Overseas Investment (UK) Limited, and FEC Investment (US) Limited and Far East Consortium International Limited ("the "Merger Agreement"), all shares of restricted stock that were subject to vesting or other lapse restrictions: (i) became free of such restrictions immediately prior to the effective time of the merger and automatically vested on April 30, 2018, (ii) were automatically cancelled and retired, and (iii) were automatically converted into the right to receive $4.1886 per share of restricted stock, without interest and subject to any withholding taxes.
F2On November 11, 2014, pursuant to the Company's 2014 Equity Incentive Plan, the "2014 Equity Plan," Mr. Ramadan was granted five-year options to purchase 200,000 shares of common stock, par value $0.001 per share ("Common Stock"), that vest in four equal parts, with the options to acquire 50,000 shares vesting immediately upon the date of grant, and options to acquire 50,000 shares vesting subsequently upon each anniversary of the grant date. On each anniversary of the grant date, the exercise price increased by four percent (4%). As a result of the Merger Agreement, all unvested options vested on April 30, 2018, were cancelled and those options whose exercise price was below $4.1886 per share (the "Per Share Merger Consideration") were paid the difference between the exercise price and the Per Share Price Consideration, without interest and subject to any withholding taxes.
F3On January 29, 2016, the Company's Board of Directors approved a grant to Mr. Ramadan, pursuant to the Company's 2014 Equity Plan, of five-year options to purchase 75,000 shares of Common Stock, that vest in four equal parts, with the options to acquire 18,750 shares vesting immediately upon the date of grant, and options to acquire 18,750 shares vesting subsequently upon each anniversary of the grant date. On each anniversary of the grant date, the exercise price increased by four percent (4%). As a result of the Merger Agreement, all unvested options vested on April 30, 2018, were cancelled and those options whose exercise price was below the Per Share Merger Consideration were paid the difference between the exercise price and the Per Share Price Consideration, without interest and subject to any withholding taxes.