X0306 4 2012-07-31 0 0001013706 Wilhelmina International, Inc. WHLM 0000932334 NEWCASTLE PARTNERS L P 200 CRESCENT COURT STE 1400 DALLAS TX 75201 0 0 1 0 Common Stock 2012-07-31 4 P 0 14550047 0.126 A 48614513 D The Reporting Person holds 48,614,513 shares directly. The Reporting Person is also a member of a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and accordingly may be deemed to beneficially own Shares of the Issuer's Common Stock owned in the aggregate by the other members of the Section 13(d) group. The Group consists consists of the Reporting Person., Newcastle Capital Management, L.P., Newcastle Capital Group, L.L.C.. Mark Schwarz, John P. Murray, Evan D. Stone, Clinton Coleman and James Dvorak. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common stock owned by the other members of the Section 13(d) group except to the extent of its pecuniary interest therein. NCM is the general partner of NP, NCG is the general partner of NCM, and Schwarz is the managing member of NCG. Accordingly, each of NCM, NCG and Schwarz may be deemed to beneficially own the shares directly owned by NP. /s/ Newcastle Capital Management, L.P. 2012-08-02