SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Tomer J Scott

(Last) (First) (Middle)
200 WEST THIRD STREET
SUITE 600

(Street)
ALTON IL 62002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
YTB International, Inc. [ YTBLA.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock(1) 2,303,088(2) D
Class A Common Stock(1) 04/23/2010 G(3) V 1,220,000 D $0 4,948,756(2) I By Life Is Good, LP(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 Issuer has two classes of common stock, Class A Common Stock and Class B Common Stock. The two classes of common stock are identical in all respects except as to voting power, as shares of Class A Common Stock are entitled to one-tenth vote per share, and shares of Class B Common Stock, one vote per share, on all matters submitted to a vote of the Issuer's stockholders. Because shares of Class B Common Stock automatically convert into Class A Common Stock on a one-for-one basis upon sale or other disposition (with the exception of transfers among related entities, transfers to trusts for the benefit of the transferring holder of the Class B Common Stock, bona fide pledges under financing arrangements and similar transfers), the Reporting Person has included Class B Common Stock in calculating and reporting the total number of shares of Class A Common Stock that he holds or that he has acquired or disposed of throughout this Form 4.
2. The number of shares of Class A Common Stock reflected in this row includes 355,644 restricted shares that have not yet vested of the Issuer's common stock that were granted to the Reporting Person on January 2, 2007. Such non-vested shares will vest upon the next anniversary of the grant date, only upon the achievement of certain specified performance goals by the Reporting Person, as detailed in a restricted stock award agreement by and between the Issuer and the Reporting Person, dated as of January 2, 2007.
3. On April 23, 2010, Life is Good, LP, an entity in which Mr. Tomer and his wife hold a limited partnership interest via a family trust, gifted 1,220,000 shares to Mr. And Mrs. Tomer's four children. Mr. Tomer disclaims beneficial ownership of these shares as a result.
Remarks:
The Reporting Person is a member of a Section 13(d) group and a party to a certain Stockholders' Agreement, dated as of December 8, 2004, by and among the Reporting Person and other stockholders of the Issuer that together own a significant percentage of the Issuer's outstanding Common Stock, pursuant to which the Reporting Person shares voting power over additional shares subject to the voting arrangements thereunder. In addition, as a result of the grant, on November 22, 2006, to the Reporting Person and other members of the Reporting Person's Section 13(d) group of an irrevocable proxy with respect to additional shares of the Issuer's Common Stock, the Reporting Person directly shares voting power with respect to such additional shares. The Reporting Person does not possess a pecuniary interest with respect to any such shares, however, and has therefore not reported them in this Form 4.
J. Scott Tomer 06/02/2010
** 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 Number.