Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Omni Retail Enterprises, LLC

(Last)

(First)

(Middle)

424 FORT HILL DRIVE, SUITE 144

(Street)

NAPERVILLE

60540

(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)
10/07/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	10/07/2024		S		143	D	$4.0201	908,701	D⁽¹⁾
Common Stock, par value $0.01 per share	10/07/2024		S		449	D	$4.0101	908,252	D
Common Stock, par value $0.01 per share	10/07/2024		S		408	D	$4.01	907,844	D
Common Stock, par value $0.01 per share	10/07/2024		S		700	D	$4.0522	907,144	D
Common Stock, par value $0.01 per share	10/07/2024		S		700	D	$4.0001	906,444	D
Common Stock, par value $0.01 per share	10/07/2024		S		1,040	D	$4	905,404	D
Common Stock, par value $0.01 per share	10/08/2024		S		200	D	$4.1854	905,204	D
Common Stock, par value $0.01 per share	10/08/2024		S		200	D	$4.261	905,004	D
Common Stock, par value $0.01 per share	10/08/2024		S		89	D	$4.11	904,915	D
Common Stock, par value $0.01 per share	10/08/2024		S		311	D	$3.9321	904,604	D
Common Stock, par value $0.01 per share	10/08/2024		S		100	D	$4.0201	904,504	D
Common Stock, par value $0.01 per share	10/08/2024		S		1,000	D	$4.1341	903,504	D
Common Stock, par value $0.01 per share	10/08/2024		S		7	D	$4.05	903,497	D
Common Stock, par value $0.01 per share	10/08/2024		S		700	D	$4.195	902,797	D
Common Stock, par value $0.01 per share	10/08/2024		S		293	D	$4.0935	902,504	D
Common Stock, par value $0.01 per share	10/08/2024		S		1,000	D	$4.0501	901,504	D
Common Stock, par value $0.01 per share	10/08/2024		S		1,100	D	$4.105	900,404	D
Common Stock, par value $0.01 per share	10/08/2024		S		100	D	$3.9	900,304	D
Common Stock, par value $0.01 per share	10/08/2024		S		1,000	D	$4.15	899,304	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Omni Retail Enterprises, LLC

(Last)

(First)

(Middle)

424 FORT HILL DRIVE, SUITE 144

(Street)

NAPERVILLE

60540

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OMNI HOLDINGS MANAGEMENT, LLC

(Last)

(First)

(Middle)

424 FORT HILL DRIVE, SUITE 144

(Street)

NAPERVILLE

60540

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Gupta Rajesh

(Last)

(First)

(Middle)

424 FORT HILL DRIVE, SUITE 144

(Street)

NAPERVILLE

60540

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. All securities reported in this Form 4 are beneficially owned directly by Omni Retail Enterprises, LLC ("ORE"). Omni Holdings Management, LLC ("OHM") is the sole manager of ORE. Mr. Rajesh Gupta is the sole member of OHM. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

	/s/ Rajesh Gupta, for himself and as an authorized signatory of ORE and OHM	10/09/2024
	** 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.