Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 3:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
4)*
TRAVELZOO INC.
(Name of
Issuer)
Common Stock, par value $0.01
(Title of Class
of Securities)
89421Q205
(CUSIP Number)
December 31, 2018
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule13d-1(c)
[ ] Rule 13d-1(d)
*
|
The remainder of this cover page shall be filled out for
a reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
|
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No.
89421Q205
1.
|
Names of Reporting Persons.
|
|
|
|
John H. Lewis
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
United States
|
|
5.
|
Sole Voting Power
|
Number of
|
|
1,506
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
550,318
|
owned by
|
|
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
1,506
|
Person
|
|
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
550,318
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
551,824
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
4.6%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
IN
|
Page 2 of 10 pages
CUSIP No.
89421Q205
1.
|
Names of Reporting Persons.
|
|
|
|
Osmium Partners, LLC
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
Delaware
|
|
5.
|
Sole Voting Power
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
550,318
|
owned by
|
|
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
0
|
Person
|
|
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
550,318
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
550,318
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
4.5%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
IA, OO
|
Page 3 of 10 pages
CUSIP No.
89421Q205
1.
|
Names of Reporting Persons.
|
|
|
|
Osmium Capital, LP
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
Delaware
|
|
5.
|
Sole Voting Power
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
255,982
|
owned by
|
|
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting .
|
|
0
|
Person
|
|
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
255,982
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
255,982
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
2.1%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
PN
|
Page 4 of 10 pages
CUSIP No.
89421Q205
1.
|
Names of Reporting Persons.
|
|
|
|
Osmium Capital II, LP
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
Delaware
|
|
5.
|
Sole Voting Power
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
103,045
|
owned by
|
|
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
0
|
Person
|
|
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
103,045
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
103,045
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
0.9%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
PN
|
Page 5 of 10 pages
CUSIP No.
89421Q205
1.
|
Names of Reporting Persons.
|
|
|
|
Osmium Spartan, LP
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
Delaware
|
|
5.
|
Sole Voting Power
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
83,907
|
owned by
|
|
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
0
|
Person
|
|
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
83,907
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
83,907
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
0.7%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
PN
|
Page 6 of 10 pages
CUSIP No.
89421Q205
1.
|
Names of Reporting Persons.
|
|
|
|
Osmium Diamond, LP
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
Delaware
|
|
5.
|
Sole Voting Power
|
|
|
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
107,384
|
owned by
|
|
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
0
|
Person
|
|
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
107,384
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
107,384
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
0.9%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
Page 7 of 10 pages
Item 1.
(a)
|
The name of the issuer is Travelzoo Inc. (the
Issuer).
|
|
|
(b)
|
The principal executive office of the Issuer is located
at 590 Madison Avenue, 37th Floor, New York, NY
10022.
|
Item 2.
(a)
|
This statement (this Statement) is being filed by John
H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware
limited liability company (Osmium Partners), which serves as the general
partner of Osmium Capital, LP, a Delaware limited partnership (the
Fund), Osmium Capital II, LP, a Delaware limited partnership (Fund
II), Osmium Spartan, LP, a Delaware limited partnership (Fund III), and
Osmium Diamond, LP, a Delaware limited partnership (Fund IV) (all of the
foregoing, collectively, the Filers). The Fund, Fund II, Fund III and
Fund IV are private investment vehicles formed for the purpose of
investing and trading in a wide variety of securities and financial
instruments. The Fund, Fund II, Fund III and Fund IV directly own the
common shares reported in this Statement (other than the 1,506 shares
owned directly by Mr. Lewis). Mr. Lewis and Osmium Partners may be deemed
to share with the Fund, Fund II, Fund III and Fund IV (and not with any
third party) voting and dispositive power with respect to such shares.
Each Filer disclaims beneficial ownership with respect to any shares other
than the shares owned directly by such Filer.
|
|
|
(b)
|
The Principal Business Office of the Filers is 300 Drakes
Landing Road, Suite 172, Greenbrae, CA 94904.
|
|
|
(c)
|
For citizenship information see Item 4 of the cover sheet
of each Filer.
|
|
|
(d)
|
This Statement relates to the Common Stock of the
Issuer.
|
|
|
(e)
|
The CUSIP Number of the Common Stock of the Issuer is
89421Q205.
|
Item 3.
Not applicable.
Item
4. Ownership
See Items 5-9 and 11 on the cover page for each Filer, and Item
2. The percentage ownership of each Filer is based on 12,110,821 shares of
Common Stock outstanding as of October 31, 2018, as reported on the Issuers
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018
as filed with the SEC on November 1, 2018.
Page 8 of 10 pages
Item
5. Ownership
of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following [X].
Item
6. Ownership
of More than Five Percent on Behalf of Another Person.
Not applicable.
Item
7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the
Parent
Holding Company.
Not applicable.
Item
8. Identification
and Classification of Members of the Group
Not applicable.
Item
9. Notice
of Dissolution of Group
Not applicable.
Item
10. Certification
(a)
|
Not applicable.
|
|
|
(b)
|
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
|
Page 9 of 10 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: February 14, 2019
|
|
John H. Lewis
|
Osmium Partners, LLC
|
Osmium Capital, LP
|
Osmium Capital II, LP
|
Osmium Spartan, LP
|
Osmium Diamond, LP
|
|
By:
/s/ John H.
Lewis
|
John H. Lewis, for himself and as
|
Managing Member of Osmium
|
Partners, LLC, for itself and as
|
General Partner of Osmium
|
Capital, LP, Osmium Capital II,
|
LP, Osmium Spartan, LP and Osmium
|
Diamond, LP
|
Page 10 of 10 pages
EXHIBIT INDEX
Exhibit
|
Document
|
No.
|
|
|
|
1.
|
Joint Filing
Agreement*
|
*Previously filed
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