Statement of Changes in Beneficial Ownership (4)
23 Juin 2023 - 1:41AM
Edgar (US Regulatory)
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. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
BARTEL RALPH |
2. Issuer Name and Ticker or Trading Symbol
TRAVELZOO
[
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)
CASELLA POSTALE 823 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/20/2023 |
(Street)
6612 ASCONA, V8 6612 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 6/20/2023 | | S | | 22500 | D | $9.41 (1)(2) | 7500936 (3) | D | |
Common Stock | 6/22/2023 | | S | | 7500 | D | $9.26 (2)(4) | 7493436 (5) | D | |
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) | Sale prices for the shares sold ranged from $9.33 to $9.55 per share. |
(2) | 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. |
(3) | The "Amount of Securities Beneficially Owned Following Reported Transaction(s)" includes 83,807 shares owned by Ralph Bartel in an individual capacity (Direct Ownership). The remaining shares are owned by Azzurro Capital Inc. (Indirect Ownership). Ralph Bartel is the ultimate beneficial owner of the shares held by Azzurro Capital Inc. via the Ralph Bartel 2005 Trust. |
(4) | Sale prices for the shares sold ranged from $9.22 to $9.30 per share. |
(5) | The "Amount of Securities Beneficially Owned Following Reported Transaction(s)" includes 76,307 shares owned by Ralph Bartel in an individual capacity (Direct Ownership). The remaining shares are owned by Azzurro Capital Inc. (Indirect Ownership). Ralph Bartel is the ultimate beneficial owner of the shares held by Azzurro Capital Inc. via the Ralph Bartel 2005 Trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BARTEL RALPH CASELLA POSTALE 823 6612 ASCONA, V8 6612 |
| X |
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Signatures
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Ralph Bartel | | 6/22/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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