SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Esch Dieter

(Last) (First) (Middle)
1090 PRIMROSE PLACE

(Street)
PARK CITY UT 84098

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Wilhelmina International, Inc. [ WHLM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 02/23/2012 J(1) 705,438 A $0 29,177,115 D(2)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Esch Dieter

(Last) (First) (Middle)
1090 PRIMROSE PLACE

(Street)
PARK CITY UT 84098

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LOREX INVESTMENTS AG

(Last) (First) (Middle)
1090 PRIMROSE PLACE

(Street)
PARK CITY UT 84098

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The transaction is compensation for services provided to Lorex Investments AG.
2. This statement reports the disposition of 705,438 shares of Common Stock of the Issuer owned of record by Lorex Investments AG ("Lorex"). After giving effect to that disposition, Lorex owned of record and beneficially 28,667,115 shares of Common Stock of the Issuer. Dieter Esch owns directly 500,000 shares of Common Stock of the Issuer, and, as sole shareholder of Lorex, may also be deemed to beneficially own the 28,667,115 shares of Common Stock owned of record by Lorex. Mr. Esch is a director of the Issuer. Mr. Marty, as the sole officer and director of Lorex, may also be deemed to beneficially own the 28,677,115 shares of Common Stock owned of record by Lorex. Mr. Marty disclaims any pecuniary interest in the reported securities, and the inclusion of those shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose.
Remarks:
This report is filed jointly by Dieter Esch and Lorex Investments AG. Peter Marty may be deemed to beneficially own the shares indicated in this report, as described above.
/s/ Esch Dieter 02/24/2012
/s/ Peter Marty 02/24/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.