SEC Form 4 · accession 0001251109-18-000024
TRANS WORLD CORP · TWOC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
VALUE PARTNERS LTD
Director · 10% Owner
EWING & PARTNERS
Director · 10% Owner
Timothy G Ewing
Director · 10% Owner
EWING ASSET MANAGEMENT LLC
Director · 10% Owner
Period of report
Apr 30, 2018
Accepted (ET)
May 1, 2018 · 12:50 pm 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 StockF1,F2,F3 | Apr 30, 2018 | D | 3,326,679 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF5,F4 | $2.9744 | Apr 30, 2018 | D | 10,000 | D | Apr 15, 2015 | Apr 15, 2020 | Common Stock | 10,000 | 0 | I |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of March 2, 2018 by and among FEC Overseas Investment (UK) Limited, FEC Investment (US) Limited, Trans World Corporation and, solely for the limited purposes therein, Far East Consortium International Limited in exchange for $4.1886 for each share of common stock, par value $.001 per share, of the Issuer ("Common Stock") held by the Reporting Persons.
- F2This is a joint filing by Value Partners, Ltd. ("VP"), Ewing & Partners ("E&P"), Ewing Asset Management ("EAM") and Timothy G. Ewing with respect to the 3,326,679 shares of the Issuer's Common Stock held directly by VP.
- F3E&P, as the general partner of VP, holds indirectly the securities held directly by VP. Mr. Ewing reports the securities held indirectly by E&P because, as the managing partner of Ewing & Partners, Mr. Ewing controls the disposition and voting of the securities. EAM, as a partner of E&P, also reports the securities held indirectly by E&P. Mr. Ewing also reports the securities as a Director of the Issuer, although Mr. Ewing will no longer be a Director subsequent to the closing of the transactions disclosed herein. Each of Mr. Ewing, E&P, and EAM disclaim beneficial ownership of these securities except to the extent of the pecuniary interest therein, and this report shall not be deemed as admission that Mr. Ewing, E&P or EAM is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F4On April 15, 2015, Mr. Ewing was granted five-year non-qualified stock options ("NQSOs") to purchase 10,000 shares of Common Stock. These NQSOs provided for vesting in four equal parts, with the first part vested immediately upon the grant date, and another part to vest upon the first anniversary of the grant date, another part to vest upon the second anniversary of the grant date, and so on. On each anniversary of the grant date, the exercise price increased by four percent (4%).
- F5Cancelled pursuant to the Merger Agreement in exchange for a lump sum cash payment (less any applicable withholding) equal to the product of the number of shares of Common Stock subject to the option multiplied by the excess, of any, of $4.1886 over the exercise price per share of Common Stock under such option.
Remarks
Signed by Beth N. Lowson, Esq., as Attorney-In-Fact for Timothy G. Ewing (i) on behalf of himself individually, (ii) on behalf of E&P in Mr. Ewing's capacity as managing partner of E&P, (iii) on behalf of EAM in Mr. Ewing's capacity as sole member of EAM, and (iv) on behalf of VP in his capacity as the managing partner of E&P, which is the general partner of VP.