| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TRANS WORLD CORP [ TWOC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/30/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/30/2018 | D | 3,326,679(1) | D | $4.1886 | 0 | D(2)(3) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Options | $2.9744 | 04/30/2018 | D | 10,000 | 04/15/2015(4) | 04/15/2020 | Common Stock | 10,000 | $1.2142(5) | 0 | I(4) | See Footnotes | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Disposed 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. |
| 2. This 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. |
| 3. E&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. |
| 4. On 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%). |
| 5. Cancelled 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. |
| /s/Beth N. Lowson, Esq., as Attorney-in-Fact for Timothy G. Ewing | 05/01/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
