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Kaspien (KSPN)

Filed: 28 Dec 18, 12:32pm
SEC Form 4
FORM 4UNITED 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*
SUBIN NEIL S

(Last)(First)(Middle)
3300 SOUTH DIXIE HIGHWAY
SUITE 1-365

(Street)
WEST PALM BEACHFL33405

(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock12/21/2018S(1)(2)1,027,434D$0.6370(3)(4)IBy MBM - Trust A-4
Common Stock12/21/2018P(1)(2)513,717A$0.637522,117(3)(4)IBy LIMFAM LLC
Common Stock1,027,433(3)(4)IBy LIM - Trust A-4
Common Stock27,197(3)(4)IBy Trust A-1 - Lloyd I. Miller
Common Stock4,000(3)(4)IBy Trust A-2 - Lloyd I. Miller
Common Stock112,791(3)(4)IBy Trust A-3 - Lloyd I. Miller
Common Stock35,002(3)(4)IBy AMIL of Ohio, LLC
Common Stock448,972(3)(4)IBy Trust C - Lloyd I. Miller
Common Stock6,000(3)(4)IBy Trustee GST Catherine C. Miller
Common Stock6,000(3)(4)IBy Trustee GST Kimberly S. Miller
Common Stock6,000(3)(4)IBy Trustee GST Lloyd I. Miller
Common Stock36,031(3)(4)IBy Susan F. Miller
Common Stock2,472,384(3)(4)IBy Milfam II L.P.
Common Stock1,189,802(3)(4)IBY Lloyd I. Miller, III Revocable Trust
Common Stock62,572(3)(4)IBy Milfam I L.P.
Common Stock45,491(3)(4)IBy Milfam III L.P.
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The reported transaction involved a sale of a total of 1,027,434 shares of Trans World Entertainment Corporation ("Trans World") common stock by MBM - Trust A-4, which were acquired by LIMFAM LLC and another private purchaser at a privately negotiated price equal to $0.637 per share. The reporting person may be deemed to have voting and dispositive control over shares held by MBM - Trust A-4 and LIMFAM LLC.
2. The reporting person believes that the reported transaction constitutes 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.
3. Except for possessing voting and dispositive power, the reporting person disclaims any other beneficial ownership of, and specifically any pecuniary interest in, the securities reported herein. This filing is not, and shall not be deemed, an admission (and the reporting person expressly disclaims) that the reporting person is, for purposes of Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any equity securities covered by this filing.
4. The reporting person 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. The reporting person also serves as trustee of a number of Miller family trusts.
Remarks:
/s/ Paul N. Silverstein Attorney-in-fact12/28/2018
** Signature of Reporting PersonDate
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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