Form Type: 4

SEC EDGAR Link
Accession Number:0001628280-23-019950
Date:2023-05-24
Issuer: TRAVELZOO (TZOO)
Original Submission Date:

Reporting Person:

BARTEL RALPH
CASELLA POSTALE 823
6612 ASCONA, V8 6612

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2023-05-24 M 121,307 a $0.00 7,639,878 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION (RIGHT-TO-BUY) 3.49 2023-05-24 deemed execution date M 200,000 (d) 2025-03-30 common stock 200,000 $3.49 0 direct
Footnotes
IDfootnote
f1 the exercise was approved by the company on may 24, and the shares were issued on may 26.
f2 the reporting person exercised the options in a "net settlement" after a request for net settlement was reviewed and approved by travelzoo's board of directors, which consists of a majority of independent directors.
f3 the "amount of securities beneficially owned following reported transaction(s)" includes 7,518,571 shares held by azzurro capital inc. ralph bartel is the ultimate beneficial owner of these shares via the ralph bartel 2005 trust.
f4 non-qualified stock options granted pursuant to that certain non-qualified stock option agreement dated march 30, 2020. such options vested in eight quarterly installments starting from june 30, 2020.
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