SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

WILHELMINA INTERNATIONAL, Inc.

(Name of Issuer)

 

(Amendment No. 1)

 

Common Stock, $0.01 Par Value

(Title and Class of Securities)

 

968235200

(CUSIP Number)

 

December 31, 2018

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 

 

CUSIP No. 968235101   Page 2 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. 13-3688497

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock.

12

TYPE OF REPORTING PERSON

 

PN

 

 

 2 

 

 

CUSIP No. 968235101   Page 3 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I 13-3953291

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock.

12

TYPE OF REPORTING PERSON

 

PN

 

 

 3 

 

 

CUSIP No. 968235101   Page 4 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. (No IRS Identification No.)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock.

12

TYPE OF REPORTING PERSON

 

CO

 

 4 

 

 

CUSIP No. 968235101   Page 5 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock.

12

TYPE OF REPORTING PERSON

 

EP

 

 

 5 

 

 

CUSIP No. 968235101   Page 6 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL MANAGEMENT, LLC 13-4018186

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

12

TYPE OF REPORTING PERSON

 

OO

 

(1) Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I.

 

 6 

 

 

CUSIP No. 968235101   Page 7 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

WYNNEFIELD CAPITAL, INC. 13-3688495

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

12

TYPE OF REPORTING PERSON

 

CO

 

(1) Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

 

 7 

 

 

CUSIP No. 968235101   Page 8 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

NELSON OBUS

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

12

TYPE OF REPORTING PERSON

 

IN

 

(1) Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. and Wynnefield Capital, Inc. Profit Sharing Plan because he is a co-managing member of Wynnefield Capital Management, LLC, a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.), and a co-trustee of Wynnefield Capital, Inc. Profit Sharing Plan. The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 

 8 

 

 

CUSIP No. 968235101   Page 9 of 13 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

JoSHUA Landes

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

  
3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

  
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock (1)

12

TYPE OF REPORTING PERSON

 

IN

 

(1) Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd. and Wynnefield Capital, Inc. Profit Sharing Plan because he is a co-managing member of Wynnefield Capital Management, LLC, a principal executive officer of Wynnefield Capital, Inc. (the investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd.), and a co-trustee of Wynnefield Capital, Inc. Profit Sharing Plan. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

 

 9 

 

 

CUSIP No. 968235101   Page 10 of 13 Pages

 

Item 1(a).Name of Issuer:

     

 Wilhelmina International, Inc.

     

Item 1(b).Address of Issuer’s Principal Executive Offices:

     

 200 Crescent Court, Suite 1400, Dallas, Texas 75201

     

Item 2(a).Name of Person Filing:

 

Wynnefield Partners Small Cap Value, L.P. (“Partners”)  
   
Wynnefield Partners Small Cap Value, L.P. I (“Partners I”)  
   
Wynnefield Small Cap Value Offshore Fund, Ltd. (“Fund”)  
   
Wynnefield Capital, Inc. Profit Sharing Plan (the “Plan”)  
   
Wynnefield Capital Management, LLC (“WCM”)  
   
Wynnefield Capital, Inc. (“WCI”)  
   
Nelson Obus  
   
Joshua Landes  

 

Item 2(b).Address of Principal Business Office or, if None, Residence:

     

 450 Seventh Avenue, Suite 509, New York, New York 10123

 

Item 2(c).Citizenship:

 

Partners and Partners I are Delaware limited partnerships.  
   
Fund is Cayman Islands company.  
   
WCM is a New York limited liability company.  
   
WCI is a Delaware corporation.  
   
The Plan is organized in Delaware.  
   
Mr. Obus and Mr. Landes are United States citizens.  

 

 10 

 

 

CUSIP No. 968235101   Page 11 of 13 Pages

 

Item 2(d).Title of Class of Securities:

 

 Common Stock, $0.01 Par Value Per Share.

 

Item 2(e).CUSIP Number:

 

 968235101

 

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 (a)¨      Broker or Dealer registered under Section 15 of the Act.
   
(b)¨      Bank as defined in Section 3(a)(6) of the Act.
   

(c)¨      Insurance Company as defined in Section 3(a)(19) of the Act.
   

(d)¨      Investment Company registered under Section 8 of the Investment Company Act.
   

(e)þ      Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).
   

(f)¨      Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).
   

(g)¨      Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
   

(h)¨      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
   

(i)¨      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.
   

(j)¨      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
   

           If this Statement is filed pursuant to Rule 13d-1(c), check this box ¨.

 

 11 

 

 

CUSIP No. 968235101   Page 12 of 13 Pages

 

Item 4.Ownership.

 

(a)Amount beneficially owned: Less than 5% of the number of outstanding shares of any class of capital stock.
   
(b)Percent of Class: Less than 5% of the number of outstanding shares of any class of capital stock.
   
(c)Number of Shares as to which the person has:

 

(i)Sole power to vote or to direct the vote: Less than 5% of the number of outstanding shares of any class of capital stock.
   
(ii)Shared power to vote or to direct the vote: 0 Shares
   
(iii)Sole power to dispose or to direct the disposition of: Less than 5% of the number of outstanding shares of any class of capital stock.
   
(iv)Shared Power to dispose or to direct the disposition of: 0 Shares

 

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. þ.

 

Item 6Ownership 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.

 

 See Item 2(a)-(c).

 

Item 9.Notice of Dissolution of Group.

 

 Not Applicable.

 

Item 10.Certifications.

 

 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.

 

 12 

 

 

CUSIP No. 968235101   Page 13 of 13 Pages

 

SIGNATURE

 

Date: February 14, 2019 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

 

  By: Wynnefield Capital Management, LLC, General Partner

 

  By:  /s/ Nelson Obus
    Nelson Obus, Managing Member

 

  WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

 

  By: Wynnefield Capital Management, LLC, General Partner

 

  By: /s/ Nelson Obus
    Nelson Obus, Managing Member

 

  WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

 

  By: Wynnefield Capital, Inc.

 

  By:  /s/ Nelson Obus
    Nelson Obus, President

 

  WYNNEFIELD CAPITAL, INC. PROFIT SHARING PLAN

 

  By: /s/ Nelson Obus
    Nelson Obus, Authorized Signatory

 

  WYNNEFIELD CAPITAL MANAGEMENT, LLC

 

  By: /s/ Nelson Obus
    Nelson Obus, Co-Managing Member

 

  WYNNEFIELD CAPITAL, INC.

 

  By:  /s/ Nelson Obus
    Nelson Obus, President

 

           /s/ Nelson Obus
  Nelson Obus, Individually
   
   /s/ Joshua Landes
  Joshua Landes, Individually

 

 13