Kaspien (KSPN) Form 4 Change in insider ownership

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^*

Alimco Financial Corp

(Last) (First) (Middle)

2336 SE OCEAN BLVD

SUITE 400

(Street)

STUART FL 34996

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANS WORLD ENTERTAINMENT CORP [ TWMC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2020

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

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

X	Form filed by One Reporting Person
	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								25,685(1)	D

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
Warrant for Common Stock	$0.01(2)	03/30/2020		P		1		03/30/2020	03/31/2025	Common Stock	127,208(2)(3)(4)	(4)	1	I	By Alimco Re Ltd.

Explanation of Responses:

1. Reflects the effect of a 20-to-1 reverse stock split by Trans World Entertainment Corporation ("Trans World") of its common stock.

2. The reported transaction involved the acquisition by Alimco Re Ltd. of a warrant to purchase a total of 127,208 shares of Trans World common stock at a price equal to $0.01 per share (the "Warrant"). Alimco Re Ltd. is a wholly-owned subsidiary of Alimco Financial Corporation ("Alimco"). Alimco may be deemed to have voting and dispositive control over shares held by Alimco Re Ltd.

3. Alimco disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. This filing shall not be deemed an admission that Alimco is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.

4. Alimco Re Ltd. acquired the Warrant in connection with a $2,718,000 secured term loan made on March 30, 2020 by Alimco Re Ltd. to Etailz Inc., a wholly-owned subsidiary of Trans World.

Remarks:

Alimco and Mr. Neil S. Subin ("Mr. Subin"), who succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III., and also serves as trustee of a number of Miller family trusts, may be deemed to constitute a "group" for purposes of Section 13(d) the Exchange Act. Alimco and Mr. Subin respectively disclaim (i) the existence of, and membership in, a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder, and (ii) beneficial ownership of the securities reported by the other reporting person. The shares of Common stock ("Shares") reported by Alimco in in this filing do not include Shares reported separately by Mr. Subin.

	/s/ Jonathan Marcus, Chief Executive Officer	04/01/2020
	** 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).
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