Wilhelmina International (WHLM) Form 4 Wilhelmina International / ALEXANDER MEHR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Retail Ecommerce Ventures LLC

(Last) (First) (Middle)

1680 MICHIGAN AVENUE

SUITE 700

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wilhelmina International, Inc. [ WHLM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2022		P(1)		118,750	A	$10	831,250	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Retail Ecommerce Ventures LLC

(Last) (First) (Middle)

1680 MICHIGAN AVENUE

SUITE 700

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REV Alpha Holdings LLC

(Last) (First) (Middle)

1680 MICHIGAN AVENUE

SUITE 700

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Modell's Sporting Goods Online Inc.

(Last) (First) (Middle)

1680 MICHIGAN AVENUE

SUITE 700

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lopez Tai

(Last) (First) (Middle)

C/O WILHELMINA INTERNATIONAL, INC.

200 CRESCENT COURT, SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MEHR ALEXANDER

(Last) (First) (Middle)

C/O WILHELMINA INTERNATIONAL, INC.

200 CRESCENT COURT, SUITE 1400

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. Shares purchased pursuant to the Purchase Agreement dated March 31, 2021, by and between REV Alpha Holdings LLC and Lorex Investment AG, as amended by Amendment No. 2 thereto, dated as of March 30, 2022.

2. The shares are held directly by REV Alpha Holdings LLC, a wholly owned subsidiary of Modell's Sporting Goods Online, Inc. Retail Ecommerce Ventures, LLC ("REV") owns 82.99% of the equity interests of Modell's. Tai Lopez owns 42.80% of the equity interests of Modell's, both directly and through his ownership interest in REV. Alex Mehr owns 42.80% of the equity interests of Modell's, both directly and through his ownership interest in REV.

Remarks:

	Retail Ecommerce Ventures LLC, /s/ Alex Mehr, President	05/13/2022
	/s/ Tai Lopez	05/28/2022
	REV Alpha Holdings, LLC, /s/ Alex Mehr, CEO	05/13/2022
	/s/ Alex Mehr	05/13/2022
	Modell's Sporting Goods Online, Inc., /s/ Alex Mehr, CEO	05/13/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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