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 HOLDINGS MANAGEMENT, LLC
(Last) (First) (Middle)
424 FORT HILL DRIVE, SUITE 144
(Street)
NAPERVILLE IL 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)
09/13/2024
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, par value $0.01 per share 09/13/2024 S 100 D $5.06 949,900 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/17/2024 S 126 D $5.05 949,774 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/17/2024 S 1 D $5.05 949,773 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/17/2024 S 773 D $5.05 949,000 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/17/2024 S 829 D $6 948,171 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/17/2024 S 271 D $6 947,900 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/17/2024 S 900 D $6 947,000 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/18/2024 S 5,551 D $5.512(2) 941,449 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/19/2024 S 2 D $5 941,447 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/19/2024 S 39 D $5.12 941,408 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/19/2024 S 1 D $5 941,407 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/19/2024 S 2 D $5 941,405 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/19/2024 S 3 D $5.02 941,402 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/19/2024 S 6 D $5.12 941,396 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/20/2024 S 200 D $5.0108 941,196 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/20/2024 S 300 D $5.0107 940,896 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/20/2024 S 100 D $4.94 940,796 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/20/2024 S 600 D $4.938 940,196 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/20/2024 S 100 D $5.12 940,096 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/20/2024 S 42 D $4.85 940,054 I By: Omni Retail Enterprises, LLC(1)
Common Stock, par value $0.01 per share 09/24/2024 S 23,710 D $4.5566(3) 916,344 I By: Omni Retail Enterprises, LLC(1)
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. All securities reported in this Form 4 are beneficially owned directly by Omni Retail Enterprises, LLC ("ORE"). Effective February 22, 2024, Omni Holdings Management, LLC ("OHM") became the sole manager of ORE. Mr. Rajesh Gupta is the sole member of OHM. ORE and Mr. Gupta have previously filed Form 4s with respect to the transactions reported herein. OHM disclaims beneficial ownership of all securities reported herein, except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that OHM 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.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.2500 to $5.7830, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) of this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.4300 to $4.7500, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) of this Form 4.
/s/ Rajesh Gupta, as an authorized signatory of OHM 09/30/2024
** 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.
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