Amended Statement of Beneficial Ownership (sc 13d/a)
May 19 2020 - 10:53AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 8)1
RTW Retailwinds, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
649295102
(CUSIP
Number)
Mr.
David L. Kanen
Kanen
Wealth Management, LLC
5850
Coral Ridge Drive,
Suite 309
Coral
Springs, FL 33076
(631)
863-3100
May 13th, 2020
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued
on following pages)
1
|
NAME
OF REPORTING PERSONS
PHILOTIMO
FUND, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
8
|
SHARED
VOTING POWER
-0-
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
14
|
TYPE
OF REPORTING PERSON
IA,
PN
|
1
|
NAME
OF REPORTING PERSONS
KANEN
WEALTH MANAGEMENT, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO;
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
FLORIDA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
1,489,378
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
1,489,378
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,489,378
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.28%
|
14
|
TYPE
OF REPORTING PERSON
IA
|
1
|
NAME
OF REPORTING PERSONS
DAVID
KANEN
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
476,356
|
8
|
SHARED
VOTING POWER
1,489,378
|
9
|
SOLE
DISPOSITIVE POWER
476,356
|
10
|
SHARED
DISPOSITIVE POWER
1,489,378
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,965,734
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.01%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
The following constitutes
Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 8 amends
the Schedule 13D as specifically set forth herein.
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
Item
3 is hereby amended and restated to read as follows:
The Shares purchased by
Philotimo Fund, LP (“Phlilotimo”) were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by
Kanen Wealth Management, LLC (“KWM”) were purchased with the funds for the accounts of its customers (which
may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions.
The Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 1,489,378
Shares beneficially owned by KWM is approximately $2,903,839.38 including brokerage commissions. Philotimo owned no Shares at
the time of this filing. The aggregate purchase price of the 476,356 Shares beneficially owned by Mr. Kanen is approximately $922,543.28,
including brokerage commissions.
Item
5.
|
Interest
in Securities of the Issuer.
|
Items
5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 65,228,262 Shares outstanding as of December 2, 2019, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 12, 2019.
|
(a)
|
As of the close of business on May 15th, 2020, Philotimo beneficially
owned 0 Shares.
|
Percentage: Approximately
0.00%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Philotimo since the filing
of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 15th, 2020, KWM beneficially
owned 1,489,378 Shares.
|
Percentage: Approximately
2.28%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,489,378
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,489,378
|
|
(c)
|
The transactions in the Shares by KWM since the filing of Amendment
No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on May 15th, 2020, Mr. Kanen directly
beneficially owned 476,356 Shares. Mr. Kanen, as the managing member of KWM, may be deemed the beneficial owner of the (i) 1,489,378
Shares owned by KWM.
|
Percentage: Approximately
3.01%
|
(b)
|
1. Sole power to vote or direct vote: 476,356
2. Shared power to vote or direct vote: 1,489,378
3. Sole power to dispose or direct the disposition: 476,356
4. Shared power to dispose or direct the disposition: 1,489,378
|
|
(c)
|
The transactions in the Shares by Mr. Kanen since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares on behalf of KWM since the filing of Amendment No. 7 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
Kanen
Wealth Management, LLC in its role as investment manager to several customer accounts (collectively, the “Accounts”)
to which it furnishes investment advice, and Mr. Kanen, as the managing member of Kanen Wealth Management, LLC, may each be deemed
to beneficially own shares of the Issuer’s Shares held in the Accounts.
Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other
Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary
interest therein.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: May 18, 2020
|
KANEN
WEALTH MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ David
L. Kanen
|
|
|
Name:
|
David
L. Kanen
|
|
|
Title:
|
Managing
Member
|
|
PHILOTIMO
FUND, LP
|
|
|
|
|
By:
|
Kanen
Wealth Management, LLC
its
general partner
|
|
|
|
|
By:
|
/s/ David
L. Kanen
|
|
|
Name:
|
David
L. Kanen
|
|
|
Title:
|
Managing
Member
|
|
/s/ David
L. Kanen
|
|
DAVID
L. KANEN
|
SCHEDULE
A
Transactions in the Shares of the
Issuer since Amendment No. 7
Nature of the Transaction
|
|
Amount of Shares
Purchased/(Sold)
|
|
Price ($)
|
|
Date of
Purchase/Sale
|
KANEN
WEALTH MANAGEMENT, llC
Sale of Common Stock
|
|
419,998
|
|
0.3808
|
|
05/13/2020
|
Sale of Common Stock
|
|
243,114
|
|
0.3656
|
|
05/14/2020
|
Sale of Common Stock
|
|
825,104
|
|
0.3705
|
|
05/15/2020
|
DAvid
Kanen
Sale of Common Stock
|
|
134,325
|
|
0.3808
|
|
05/13/2020
|
Sale of Common Stock
|
|
77,749
|
|
0.3656
|
|
05/14/2020
|
Sale of Common Stock
|
|
263,896
|
|
0.3705
|
|
05/15/2020
|
philotimo
fund, LP
Sale of Common Stock
|
|
488,055
|
|
0.3427
|
|
05/12/2020
|
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