Ownership Submission
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF 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: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5
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1. Name and Address of Reporting Person *
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LICHTENSTEIN WARREN G
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-11-20
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3. Issuer Name and Ticker or Trading Symbol
Wilhelmina International, Inc. [WHLM]
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(Last)
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(First)
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(Middle)
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590 MADISON AVENUE, 32ND FLOOR
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ 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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/ See Explanation of Responses
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5. If Amendment, Date Original Filed (Month/Day/Year)
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(Street)
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NEW YORK
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NY
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10022
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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 Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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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
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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LICHTENSTEIN WARREN G
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY10022
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X
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See Explanation of Responses
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Steel Partners, Ltd.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY10022
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X
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See Explanation of Responses
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Signatures
By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein
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2024-11-22
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**Signature of Reporting Person
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Date
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By: Steel Partners, Ltd., By: /s/ Jack L. Howard, Secretary
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2024-11-22
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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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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This Form 3 is filed jointly by Steel Partners, Ltd. ("SPL") and Warren G. Lichtenstein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein and owned directly by the other members of the Section 13(d) group, except to the extent of his or its pecuniary interest therein.
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(2)
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Securities owned directly by SPL. Mr. Lichtenstein is the Chief Executive Officer and Chairman of the Board of Directors of SPL. Accordingly, by virtue of his relationship with SPL, Mr. Lichtenstein may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by SPL. Mr. Lichtenstein disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by SPL except to the extent of his pecuniary interest therein.
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