Miller Lloyd I Iii Form 4 TRANS WORLD ENTERTAINMENT / LLOYD I MILLER III 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^*

MILLER LLOYD I III

(Last) (First) (Middle)

3300 SOUTH DIXIE HIGHWAY

SUITE 1-365

(Street)

WEST PALM BEACH FL 33405

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

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2016

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	07/12/2016		P		4,837	A	$3.45	6,398(1)	I	By Milfam I L.P.
Common Stock								8,400(1)	I	By LIMFAM LLC
Common Stock								27,197(1)	I	By Trust A-1 - Lloyd I. Miller
Common Stock								2,054,867(1)	I	By Trust A-4 - Lloyd I. Miller
Common Stock								45,491(1)	I	By Milfam III L.P.
Common Stock								36,031(1)	I	By Susan F. Miller
Common Stock								24,000(1)	I	See Footnote no. 2(2)
Common Stock								1,165,802(3)	D
Common Stock								2,462,685(1)	I	By Milfam II L.P.
Common Stock								112,791(1)	I	By Trust A-3 - Lloyd I. Miller
Common Stock								35,002(1)	I	By AMIL of Ohio, LLC
Common Stock								6,000(1)	I	By Lloyd I. Miller, III, Trustee GST Catherine C. Miller
Common Stock								6,000(1)	I	By Lloyd I. Miller, III, Trustee GST Kimberly S. Miller
Common Stock								6,000(1)	I	By Lloyd I. Miller, III, Trustee GST Lloyd I. Miller
Common Stock								4,000(1)	I	By Trust A-2 - Lloyd I. Miller
Common Stock								0(3)	I	By Milgrat (A10)
Common Stock								129,367(1)(3)	I	By Trust C - Lloyd I. Miller
Common Stock								319,605(1)	I	By Milgrat (T10)

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

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchang Act of 1934 (the "Act") or otherwise, the beneficial owner of any equity securities covered by this filing.

2. By Lloyd I. Miller, III, co-trustee with Kimberly S. Miller f/b/o Lloyd I. Miller IV and Alexandra B. Miller

3. On June 23, 2016, pursuant to a final distribution made in connection with a grantor retained annuity trust, Milgrat (A10) transferred 129,367 shares to Trust C, 9,364 shares to Lloyd I. Miller, III and 9,363 to a third party. Such transactions only effected a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Act pursuant to Rule 16a-13.

Remarks:

	/s/ David J. Hoyt Attorney-in-fact	07/13/2016
	** 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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