Ralph Bartel - 24 May 2023 Form 4 Insider Report for TRAVELZOO (TZOO)

Role
10%+ Owner
Signature
Ralph Bartel
Issuer symbol
TZOO
Transactions as of
24 May 2023
Net transactions value
$0
Form type
4
Filing time
26 May 2023, 16:11:45 UTC
Previous filing
23 May 2023
Next filing
09 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TZOO Common Stock Options Exercise $0 +121,307 +1.6% $0.000000 7,639,878 24 May 2023 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TZOO Stock Option (Right-to-Buy) Options Exercise $0 -200,000 -100% $0.000000* 0 24 May 2023 Common Stock 200,000 $3.49 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.