Amendment: SEC Form SCHEDULE 13D/A filed by Wilhelmina International Inc.
$WHLM
Professional Services
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Wilhelmina International, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
968235200 (CUSIP Number) |
Warren G. Lichtenstein c/o Steel Partners, Ltd., 590 Madison Avenue, 32nd Floor New York, NY, 10022 212-520-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 968235200 |
| 1 |
Name of reporting person
Steel Partners, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,580,477.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 968235200 |
| 1 |
Name of reporting person
LICHTENSTEIN WARREN G | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,580,477.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 968235200 |
| 1 |
Name of reporting person
HOWARD JACK L | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
106.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Wilhelmina International, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 CRESCENT COURT, SUITE 1400, DALLAS,
TEXAS
, 75201. | |
Item 1 Comment:
Explanatory Note: The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein and is being filed due to a change in the percentage of the outstanding number of Shares owned by the Reporting Persons solely due to a decrease in the number of Shares outstanding. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 4,919,844 Shares outstanding, which is the total number of Shares outstanding as of March 27, 2025 as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2025.
As of the close of business on the date hereof, SPL beneficially owned directly 1,580,477 Shares, constituting approximately 32.1% of the Shares outstanding. By virtue of his relationship with SPL, Mr. Lichtenstein may be deemed to beneficially own the Shares beneficially owned directly by SPL. The 1,580,477 Shares beneficially owned directly by SPL includes a balance of 3,001 Shares that SPL purchased and is entitled to receive pursuant to a private transaction reported in Item 5(c) of Amendment No. 2 to the Schedule 13D filed on January 22, 2025. As of the close of business on the date hereof, such 3,001 Shares have not yet been delivered to SPL by the seller and no assurance can be given that such Shares will ultimately be delivered to SPL.
As of the close of business on the date hereof, Mr. Howard owned directly 106 Shares, constituting less than 1% of the Shares outstanding. | |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
None of the Reporting Persons have entered into any transactions in the Shares during the past sixty days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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