Newcastle Partners Amends Wilhelmina Stake Filing

TL;DR

Newcastle Partners updated their 13D filing for Wilhelmina. Watch for more details.

AI Summary

Newcastle Partners L.P. and its affiliates, including Mark E. Schwarz, filed an amendment to their SC 13D on April 19, 2024, regarding their holdings in Wilhelmina International, Inc. The filing indicates a change in their beneficial ownership, though specific new percentages or dollar amounts are not detailed in this excerpt. This amendment updates their previous filings concerning their stake in the company.

Why It Matters

This filing signals a potential shift in control or strategy for Wilhelmina International, Inc., as a significant shareholder updates their position. Investors will monitor for further disclosures to understand the implications.

Risk Assessment

Risk Level: medium — Amendments to SC 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Newcastle Partners L.P. (company) — Filer of the SC 13D/A amendment
• Wilhelmina International, Inc. (company) — Subject company of the filing
• Mark E. Schwarz (person) — Affiliated individual with Newcastle Partners
• NCM SERVICES, INC. (company) — Group member
• NEWCASTLE CAPITAL GROUP, L.L.C. (company) — Group member
• NEWCASTLE CAPITAL MANAGEMENT, L.P. (company) — Group member
• NEWCASTLE PARTNERS, L.P. (company) — Group member
• SCHWARZ 2012 FAMILY TRUST (company) — Group member

FAQ

Key Financial Figures

• $0.01 — , INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of class of securitie
• $9,425,519 — date of this Statement, NP had invested $9,425,519 (inclusive of brokerage commissions) in

Filing Documents

• newcastle_sc13da12.htm (SC 13D/A) — 101KB
• 0001683168-24-002522.txt ( ) — 103KB

Identit y and Backg round

Item 2. Identit y and Backg round .

is hereby amended and restated in its entirety as

Item 2 is hereby amended and restated in its entirety as follows: Items 2(a ), 2(b ), 2(c) and 2(f ). This Statement is filed by Newcastle Partners, L.P., a Texas limited partnership (“NP”), Newcastle Capital Management, L.P., a Texas limited partnership (“NCM”), Newcastle Capital Group, L.L.C., a Texas limited liability company (“NCG”), NCM Services Inc., a Delaware corporation (“NCMS”), the Schwarz 2012 Family Trust, a trust organized under the laws of the State of Texas (the “Schwarz Trust”), and Mark E. Schwarz, a citizen of the United Each of NCM, as the general partner of NP, NCG, as the general partner of NCM, NCMS, as the sole member of NCG, the Schwarz Trust, as the sole stockholder of NCMS, and Mark E. Schwarz, as the sole trustee of the Schwarz Trust, may be deemed, pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all shares of Common Stock held by NP. Mark E. Schwarz is the Chief Executive Officer of NCMS and the sole trustee of the Schwarz Trust. The principal business of NP is investing in securities. The principal business of NCM is investment management. The principal business of NCG is acting as general partner of NCM. The principal business of NCMS is providing management and advisory services and investing in securities. The principal business address for each of Schwarz, the Schwarz Trust, NCMS, NCG, NCM and NP is 5420 Lyndon B Johnson Freeway, Suite 1100, Dallas, Texas 75240-2345.

(d ). During the last five

Item 2(d ). During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e )

Item 2(e ). During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended and restated in its entirety as

Item 3 is hereby amended and restated in its entirety as follows: As of the date of this Statement, NP had invested $9,425,519 (inclusive of brokerage commissions) in shares of the Common Stock. The source of these funds was the working capital of NP.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended by adding the following paragraphs

Item 4 is hereby amended by adding the following paragraphs: On April 15, 2024, NCM provided notice to REV Alpha Holdings, LLC, a Delaware limited liability company (“REVAH”), that the Mutual Support Agreement between NCM and REVAH entered into on April 1, 2021, with respect to the election of directors to the board of directors of the Company had terminated upon REVAH becoming the beneficial owner of less than 5% of the issued and outstanding shares of the Company’s Common Stock. CUSIP No. 968235200 13D Page 9 of 11 Item 5. Interest in Securities of the Compan y Items 5(a)-(c) are hereby amended and restated in their entirety as follows: (a) The percentage of shares of the Common Stock reported to be owned by the Reporting Persons is based upon 5,157,344 shares outstanding, which is the total number of outstanding shares of Common Stock reported in the Company’s Form 10- K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on March 26, 2024. As of the date of this Amendment No. 12, NP is the record owner of 2,430,725 shares of the Common Stock representing approximately 47.1% of the issued and outstanding Common Stock. NCM, NCG, NCMS, the Schwarz Trust and Mr. Schwarz may also be deemed to beneficially own the shares of Common Stock directly owned by NP. However, each of NCM, NCG, NCMS, the Schwarz Trust and Mr. Schwarz disclaims beneficial ownership of the shares held by NP except to the extent of their respective pecuniary interest therein. (b) By virtue of his positions with NP, NCM, NCG, NCMS and the Schwarz Trust, Mark E. Schwarz has the sole power to vote and dispose of all shares of Common Stock directly owned by NP. (c) The Reporting Persons have not effected any transactions in shares of Common Stock during the past 60 days.

Contracts, Arran g ements, Understandings

Item 6. Contracts, Arran g ements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended by adding the following paragraph

Item 6 is hereby amended by adding the following paragraph: The REV MSA described in Item 4, above, terminated by its own terms and is of no further force or effect. [Signature Page Follows] CUSIP No. 968235200 13D Page 10 of 11

SIGNATURES

SIGNATURES After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 17, 2024 NEWCASTLE PARTNERS, L.P. By: Newcastle Capital Management, L.P., Its general partner By: Newcastle Capital Group, L.L.C., Its general partner By: NCM Services, Inc. Its sole member By: /s/ MARK E. SCHWARZ Mark E. Schwarz, Chief Executive Officer Dated: April 17, 2024 NEWCASTLE CAPITAL MANAGEMENT, L.P. By: Newcastle Capital Group, L.L.C., Its general partner By: NCM Services, Inc. Its sole member By: /s/ MARK E. SCHWARZ Mark E. Schwarz, Chief Executive Officer Dated: April 17, 2024 NEWCASTLE CAPITAL GROUP, L.L.C. By: NCM Services, Inc. Its sole member By: /s/ MARK E. SCHWARZ Mark E. Schwarz, Chief Executive Officer CUSIP No. 968235200 13D Page 11 of 11 Dated: April 17, 2024 NCM SERVICES, INC. By: /s/ MARK E. SCHWARZ Mark E. Schwarz, Chief Executive Officer Dated: April 19, 2024 SCHWARZ 2012 FAMILY TRUST By: /s/ MARK E. SCHWARZ Mark E. Schwarz, Trustee

View Full Filing

View this SC 13D/A filing on SEC EDGAR