Statement of Changes in Beneficial Ownership (4)
May 13 2021 - 4:11PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
AZZURRO CAPITAL INC |
2. Issuer Name and Ticker or Trading Symbol
TRAVELZOO
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TZOO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FIRST ROCK DIRECTORS LTD., SOVEREIGN PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/11/2021 |
(Street)
117 MAIN STREET, J1 GX11 1AA
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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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 (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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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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Common Stock | 5/11/2021 | | S | | 21968 (1) | D | $17.32 (2)(3) | 4602582 | I (4) | Shares were sold by Azzurro Capital Inc. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The reporting person acquired a total of 106,425 shares of common stock of the issuer during the six months preceding the date of the sales reported on this Form, as disclosed in Form 4 filings on May 3, May 6 and May 10, 2021. The prices paid for a portion of those shares were lower than the prices received for the shares sold as reported on this Form. Accordingly, such sale transactions have resulted in liability by the reporting person to the issuer under Section 16 of the Securities Exchange Act, in an amount representing the profit recognized by the reporting person on the sale of the 21,968 shares sold as reported hereunder, in the amount of $24,620.55, determined on the basis of the lowest prices paid for the corresponding number of shares so purchased. The reporting person has informed the issuer of this matter and has paid that amount to the issuer in satisfaction of the obligation under Section 16. |
(2) | Sale prices for the shares sold ranged from $17.15 to $17.50 per share. |
(3) | The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each price. |
(4) | Indirect ownership applies to Ralph Bartel and the Ralph Bartel 2005 Trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
AZZURRO CAPITAL INC C/O FIRST ROCK DIRECTORS LTD. SOVEREIGN PLACE 117 MAIN STREET, J1 GX11 1AA |
| X |
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Ralph Bartel 2005 Trust C/O FEDELTA TRUST LIMITED 29/31 ATHOL STREET, OMAR HOUSE BLDG ISLE OF MAN, X0 1M11LB |
| X |
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BARTEL RALPH CASELLA POSTALE 823 6612 ASCONA, V8 6612 | X | X |
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Signatures
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Ralph Bartel, Authorized Representative | | 5/13/2021 |
**Signature of Reporting Person | Date |
Ralph Bartel, Authorized Representative | | 5/13/2021 |
**Signature of Reporting Person | Date |
Ralph Bartel | | 5/13/2021 |
**Signature of Reporting Person | Date |
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