Edgar Filing: SUBIN NEIL S

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).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SUBIN NEIL S

2. Issuer Name and Ticker or Trading Symbol
TRANS WORLD ENTERTAINMENT CORP [TWMC]

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)

3300 SOUTH DIXIE HIGHWAY, SUITE 1-365

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2018

(Street)

WEST PALM BEACH, FL 33405

4. If Amendment, Date 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

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2018		S⁽¹⁾⁽²⁾		1,027,434	D	$ 0.637	0 ⁽³⁾ ⁽⁴⁾	I	By MBM - Trust A-4
Common Stock	12/21/2018		P⁽¹⁾⁽²⁾		513,717	A	$ 0.637	522,117 ⁽³⁾ ⁽⁴⁾	I	By LIMFAM LLC
Common Stock								1,027,433 ⁽³⁾ ⁽⁴⁾	I	By LIM - Trust A-4
Common Stock								27,197 ⁽³⁾ ⁽⁴⁾	I	By Trust A-1 - Lloyd I. Miller
Common Stock								4,000 ⁽³⁾ ⁽⁴⁾	I	By Trust A-2 - Lloyd I. Miller
Common Stock								112,791 ⁽³⁾ ⁽⁴⁾	I	By Trust A-3 - Lloyd I. Miller
Common Stock								35,002 ⁽³⁾ ⁽⁴⁾	I	By AMIL of Ohio, LLC
Common Stock								448,972 ⁽³⁾ ⁽⁴⁾	I	By Trust C - Lloyd I. Miller
Common Stock								6,000 ⁽³⁾ ⁽⁴⁾	I	By Trustee GST Catherine C. Miller
Common Stock								6,000 ⁽³⁾ ⁽⁴⁾	I	By Trustee GST Kimberly S. Miller
Common Stock								6,000 ⁽³⁾ ⁽⁴⁾	I	By Trustee GST Lloyd I. Miller
Common Stock								36,031 ⁽³⁾ ⁽⁴⁾	I	By Susan F. Miller
Common Stock								2,472,384 ⁽³⁾ ⁽⁴⁾	I	By Milfam II L.P.
Common Stock								1,189,802 ⁽³⁾ ⁽⁴⁾	I	BY Lloyd I. Miller, III Revocable Trust
Common Stock								62,572 ⁽³⁾ ⁽⁴⁾	I	By Milfam I L.P.
Common Stock								45,491 ⁽³⁾ ⁽⁴⁾	I	By Milfam III L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SUBIN NEIL S 3300 SOUTH DIXIE HIGHWAY SUITE 1-365 WEST PALM BEACH, FL 33405		X

Signatures

/s/ Paul N. Silverstein Attorney-in-fact		12/28/2018
^**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)	The reported transaction involved a sale of a total of 1,027,434 shares of Trans World Entertainment Corporation ("Trans World") common stock by MBM - Trust A-4, which were acquired by LIMFAM LLC and another private purchaser at a privately negotiated price equal to $0.637 per share. The reporting person may be deemed to have voting and dispositive control over shares held by MBM - Trust A-4 and LIMFAM LLC.
(2)	The reporting person believes that the reported transaction constitutes a change in the form of beneficial ownership without changing the reporting person's pecuniary interest in such securities and was exempt from Section 16 of the Act pursuant to Rule 16a-13.
(3)	Except for possessing voting and dispositive power, the reporting person disclaims any other beneficial ownership of, and specifically any pecuniary interest in, the securities reported herein. This filing is not, and shall not be deemed, an admission (and the reporting person expressly disclaims) that the reporting person is, for purposes of Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any equity securities covered by this filing.
(4)	The reporting person succeeded to the position of President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of entities formerly managed or advised by the late Lloyd I. Miller, III. The reporting person also serves as trustee of a number of Miller family trusts.

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