SEC FORM 4

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

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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^*

HIGGINS ROBERT J

(Last)

(First)

(Middle)

38 CORPORATE CIRCLE

(Street)

ALBANY

12203

(City)

(State)

(Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2011

4. If Amendment, Date of 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

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 par value $.01 per share	02/27/2011		J⁽⁷⁾		253,213	D	$1.69	14,197,625	D
Common Stock par value $.01 per share	08/19/2011		P		200,000	A	$2.05	14,397,625	D
Common Stock par value $.01 per share								137,500	I	Higgins Foundation
Common Stock par value $.01 per share								50,550	I	Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right to Buy)⁽¹⁾	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock par value $.01 per share	3,075,000		3,075,000	D
Stock Settled Appreciation Rights⁽¹⁾	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock par value $.01 per share	450,000		450,000	D
Restricted stock units⁽¹⁾	⁽⁴⁾							⁽⁵⁾	⁽⁶⁾	Common Stock par value $.01 per share	279,898		279,898	D

Explanation of Responses:

1. All of the equity transactions listed above are pursuant to equity plans qualified under Rule 16b-3 and exempt from Section 16(b) of the Securities Exchange Act

2. Previously reported on Form 4.

3. All grants are exercisable within 4 years and expire 10 years from date of grant.

4. Each restricted stock unit is the economic equivalent of one share of Trans World Entertainment Corporation stock.

5. Restricted stock units vest based on achievement of predetermined financial goals.

6. Restricted stock units terminate upon vesting.

7. The Robert J. Higgins TR UA Dated February 2, 2009 ("2009 GRAT") was formed on February 2, 2009 and received 253,303 shares on that date as a gift from Robert J. Higgins. On February 27, 2011, Mr. Higgins was distributed 90 shares from the 2009 GRAT. On the same date, the remaining 253,213 shares held by the 2009 GRAT were distributed to Mr. Higgins' children and the 2009 GRAT was terminated.

	/S/ Robert J. Higgins	08/22/2011
	** 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).
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