Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
November 18 2024 - 9:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Wilhelmina International, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
968235200
(CUSIP Number)
November 14, 2024
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 968235200
| 1. | Names of Reporting Persons |
Omni Retail Enterprises, LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
635,815 |
| 6. SHARED VOTING POWER |
0 |
| 7. SOLE DISPOSITIVE POWER |
635,815 |
| 8. SHARED DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
635,815
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
12.3%
| 12. | Type of Reporting Person (See Instructions) |
OO
CUSIP No. 968235200
| 1. | Names of Reporting Persons |
Omni Holdings Management, LLC
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
635,815 |
| 6. SHARED VOTING POWER |
0 |
| 7. SOLE DISPOSITIVE POWER |
635,815 |
| 8. SHARED DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
635,815
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
12.3%
| 12. | Type of Reporting Person (See Instructions) |
OO
CUSIP No. 968235200
| 1. | Names of Reporting Persons |
Rajesh Gupta
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 4. | Citizenship or Place of Organization |
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
635,815 |
| 6. SHARED VOTING POWER |
0 |
| 7. SOLE DISPOSITIVE POWER |
635,815 |
| 8. SHARED DISPOSITIVE POWER |
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
635,815
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ¨ |
| 11. | Percent of Class Represented by Amount in Row (9) |
12.3%
| 12. | Type of Reporting Person (See Instructions) |
IN
Item 1.
| (a) | The name of the issuer is Wilhelmina International, Inc. (the “Issuer”). |
| (b) | The principal executive offices of the Issuer are located at 5420 Lyndon B Johnson Freeway, Box #25, Dallas
TX 75240. |
Item 2.
| (a) | This Schedule 13G/A2 is filed by the following (the “Reporting Persons”): (1) Omni
Retail Enterprises, LLC (“ORE”); (2) Omni Holdings Management, LLC (“OHM”); and (3) Mr. Rajesh Gupta
(“Mr. Gupta”). Effective February 22, 2024, OHM is the sole manager of ORE. Mr. Gupta is the sole member of OHM. ORE
directly beneficially owns the Common Stock (as defined below) reported in this Statement. OHM and Mr. Gupta may be deemed to beneficially
own the Common Stock directly beneficially owned by ORE. Each Reporting Person disclaims beneficial ownership with respect to any Common
Stock other than the Common Stock directly beneficially owned by such Reporting Person. |
| (b) | The principal business office of the Reporting Persons is 424 Fort Hill Drive, Suite 144, Naperville,
IL 60540. |
| (c) | For citizenship information see Item 4 of the cover page of each Reporting Person. |
| (d) | This statement relates to the Common Stock, $0.01 par value per share, of the Issuer (the “Common Stock”). |
| (e) | The CUSIP Number of the Common Stock is 968235200. |
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
| (a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) |
o |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
| (f) |
o |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); |
| (g) |
o |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); |
| (h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) |
o |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:__________________________
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each
Reporting Person, and Item 2, which information is given as of the close of business on the Event Date.
The percentages of beneficial ownership contained herein are based on 5,157,344 shares of Common Stock outstanding as of November 13,
2024, as reported by the Issuer in its Form 10-Q filed with the SEC on November 13, 2024.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following: ¨
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
| (c) | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11. |
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.
Dated: November 18, 2024
Omni Retail Enterprises, LLC
Omni Holdings Management, LLC
Name: Rajesh Gupta
Title: Authorized Signatory
Rajesh Gupta
Wilhelmina (NASDAQ:WHLM)
Historical Stock Chart
From Oct 2024 to Nov 2024
Wilhelmina (NASDAQ:WHLM)
Historical Stock Chart
From Nov 2023 to Nov 2024
