Wilhelmina International Inc.

11/13/2024 | Press release | Distributed by Public on 11/13/2024 19:56

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Omni Retail Enterprises, LLC
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)
(Last) (First) (Middle)
424 FORT HILL DRIVE, SUITE 144 		3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
(Street)
NAPERVILLE, IL 60540 		4. If Amendment, Date 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
(City) (State) (Zip)
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, par value $0.01 per share 11/08/2024 S 10,000 D $3.2534 815,604 D(1)
Common Stock, par value $0.01 per share 11/08/2024 S 30,000 D $3.25 785,604 D
Common Stock, par value $0.01 per share 11/08/2024 S 29,500 D $3.26 756,104 D
Common Stock, par value $0.01 per share 11/08/2024 S 500 D $3.27 755,604 D
Common Stock, par value $0.01 per share 11/08/2024 S 104 D $3.31 755,500 D
Common Stock, par value $0.01 per share 11/08/2024 S 39,896 D $3.30 715,604 D
Common Stock, par value $0.01 per share 11/12/2024 S 10,000 D $3.50 705,604 D
Common Stock, par value $0.01 per share 11/13/2024 S 38,366 D $3.45 667,238 D
Common Stock, par value $0.01 per share 11/13/2024 S 223 D $3.47 667,015 D
Common Stock, par value $0.01 per share 11/13/2024 S 200 D $3.46 666,815 D
Common Stock, par value $0.01 per share 11/13/2024 S 1,000 D $3.457 665,815 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Omni Retail Enterprises, LLC
424 FORT HILL DRIVE, SUITE 144
NAPERVILLE, IL 60540 		X
OMNI HOLDINGS MANAGEMENT, LLC
424 FORT HILL DRIVE, SUITE 144
NAPERVILLE, IL 60540 		X
Gupta Rajesh
424 FORT HILL DRIVE, SUITE 144
NAPERVILLE, IL 60540 		X

Signatures

/s/ Rajesh Gupta, for himself and as an authorized signatory of ORE and OHM 11/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.