Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Impact Prosperity Partners, LLC
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2. Issuer Name and Ticker or Trading Symbol
Wilhelmina International, Inc. [WHLM]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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/ Former 10% Owner
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(Last)
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(First)
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(Middle)
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424 FORT HILL DRIVE, SUITE 144
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NAPERVILLE
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IL
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60540
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Impact Prosperity Partners, LLC
424 FORT HILL DRIVE, SUITE 144
NAPERVILLE, IL60540
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Former 10% Owner
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Impact Services, LLC
424 FORT HILL DRIVE, SUITE 144
NAPERVILLE, IL60540
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Former 10% Owner
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ADS Manager, LLC
424 FORT HILL DRIVE, SUITE 144
NAPERVILLE, IL60540
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Former 10% Owner
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Simpson Anna
424 FORT HILL DRIVE, SUITE 144
NAPERVILLE, IL60540
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Former 10% Owner
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Signatures
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/s/ Rajesh Gupta, as an authorized signatory of IPP and IPS
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2024-03-28
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**Signature of Reporting Person
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Date
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/s/ Anna Simpson, for herself and as an authorized signatory of ADS
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2024-03-28
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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These securities were beneficially owned directly by Impact Prosperity Partners, LLC ("IPP"), for the benefit of certain holders of rights as lenders under certain secured notes (the "Lenders") (IPP, in such capacity, the "Record Owner"). Impact Services, LLC ("IPS") and ADS Manager, LLC ("ADS") are the managing members of IPP. Mr. Rajesh Gupta is the manager and a member of IPS. Ms. Simpson is the sole member of ADS. Immediately after acquisition of these securities on December 29, 2023, the Record Owner transferred record ownership of these securities to its affiliate Omni Retail Enterprises LLC, for the benefit of the Lenders. There was no change in the pecuniary interests in these securities as a result of such transfer.
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(2)
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Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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