Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
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
| 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 | |
2
| 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 | |
3
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. | Philotimo |
| (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. |
| B. | KWM |
| (a) | As of the close of business on May 15th, 2020, KWM beneficially owned 1,489,378 Shares. |
Percentage: Approximately 2.28%
4
| (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. |
| C. | Mr. Kanen |
| (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 dispo se 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.
5
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 |
6
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 |