SCHEDULE 13D
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CUSIP No. 968235200
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Page
7
of 11 Pages
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Item 1.
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Security and Issuer.
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This statement on Schedule 13D relates to the Common Stock, $0.01 value per share (the “Shares”), of Wilhelmina
International, Inc., a Delaware corporation (the “Issuer” or “Wilhelmina”). The address of the principal executive office of the Issuer is 200 Crescent Court, Suite 1400, Dallas, Texas, 75201.
Item 2.
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Identity and Background.
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(a) This statement is filed by Retail Ecommerce Ventures, LLC (“REV”), REV Alpha Holdings LLC (“REV
Holdings”), Modell’s Sporting Goods Online, Inc., (“Modell’s”), Tai Lopez and Alex Mehr. Each of the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
The Shares are held directly by REV Holdings, a wholly owned subsidiary of Modell’s.
REV owns 82.99% of the equity interests of Modell’s. Tai Lopez owns 42.80% of the equity interests of Modell’s, both directly and through his ownership interest in REV. Alex Mehr owns 42.80% of the equity interests of Modell’s, both
directly and through his ownership interest in REV.
(b) The address of the principal business office of each of REV, REV Holdings,
Modell’s Mr. Lopez and Mr. Mehr is 1680 Michigan Ave Suite 700, Miami Beach, FL 33139.
(c) The principal business of
Modell’s is an online sporting goods retail store, the principal business of REV is to acquire and operate major retail brands and the principal business of REV Holdings is to hold shares of the Issuer. Mr. Lopez’s present occupation
is Executive Chairman of REV. Mr. Mehr’s present occupation is Chief Executive Officer of REV.
(d) No Reporting
Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, during the last five years, 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.
(f) Citizenship of the Reporting Persons is as set forth below:
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Mr. Lopez
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United States
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Mr. Mehr
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United States
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REV
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Delaware
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Modell’s
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Delaware
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REV Holdings
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Delaware
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Item 3.
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Source and Amount of Funds or Other Consideration.
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On April 1, 2021, REV Holdings, entered into a purchase agreement (the “Purchase Agreement”) with Lorex
Investments AG (“Lorex”) to acquire 950,000 of the Issuer’s shares (the “Purchased Shares”) for aggregate consideration of $9.5 million. Pursuant to the Purchase Agreement, REV Holdings
purchased 237,500 shares on April 1, 2021. Subsequent to the initial closing, REV Holdings shall purchase an additional 237,500 shares 90 days following the initial closing, an additional