UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| TRX, INC. |
(Name of Issuer)
| Common Stock, par value $0.01 |
(Title of Class of Securities)
| 898452 10 7 |
(CUSIP Number)
| April 25, 2012 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 898452 10 7 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
John H. Lewis | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
|
Number of Shares Beneficially owned by Each Reporting Person With: |
5. | Sole Voting Power
30,800 | ||||
| 6. | Shared Voting Power
907,203 | |||||
| 7. | Sole Dispositive Power
30,800 | |||||
| 8. | Shared Dispositive Power
907,203 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
938,003 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
5.1% | |||||
| 12. |
Type of Reporting Person (See Instructions)
IN | |||||
Page 2 of 9 pages
| CUSIP No. 898452 10 7 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Osmium Partners, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
907,203 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
907,203 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
907,203 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
4.9% | |||||
| 12. |
Type of Reporting Person (See Instructions)
IA, OO | |||||
Page 3 of 9 pages
| CUSIP No. 898452 10 7 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Osmium Capital, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
323,361 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
323,361 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
323,361 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
1.7% | |||||
| 12. |
Type of Reporting Person (See Instructions)
PN | |||||
Page 4 of 9 pages
| CUSIP No. 898452 10 7 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Osmium Capital II, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
583,842 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
583,842 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
583,842 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
3.2% | |||||
| 12. |
Type of Reporting Person (See Instructions)
PN | |||||
Page 5 of 9 pages
CUSIP No. 898452 10 7
| Item 1. |
| (a) | The name of the issuer is TRX, Inc. (the “Issuer”). |
| (b) | The principal executive office of the Issuer is located at 2970 Clairmont Road, Suite 300, Atlanta, GA 30329 |
| Item 2. |
| (a) | This statement (this “Statement”) is being filed by John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company (“Osmium Partners”), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (the “Fund”) and Osmium Capital II, LP, a Delaware limited partnership (“Fund II”) (all of the foregoing, collectively, the “Filers”). The Fund and Fund II are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Fund and Fund II directly own the common shares reported in this Statement. Mr. Lewis and Osmium Partners may be deemed to share with the Fund and Fund II (and not with any third party) voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Filer. |
| (b) | The Principal Business Office of the Filers is 388 Market Street, Suite 920, San Francisco, California 94111. |
| (c) | For citizenship information see Item 4 of the cover sheet of each Filer. |
| (d) | This Statement relates to the Common Stock of the Issuer. |
| (e) | The CUSIP Number of the Common Stock of the Issuer is 898452 10 7 |
| Item 3. |
Not applicable.
| Item 4. | Ownership. |
See Items 5-9 and 11 on the cover page for each Filer, and Item 2. The percentage ownership of each Filer is based on 18,515,581 shares of Common Stock outstanding as of February 27, 2012, as reported on the Issuer’s Annual Report on Form 10-K/A Amendment No. 1 for the fiscal year ended December 31, 2011 as filed with the SEC on March 30, 2012. .
Page 6 of 9 pages
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 7 of 9 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: May 7, 2012
| John H. Lewis | ||
| Osmium Partners, LLC | ||
| Osmium Capital, LP | ||
| Osmium Capital II, LP | ||
| By: | /s/ John H. Lewis | |
| John H. Lewis, for himself and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP and Osmium Capital II, LP | ||
Page 8 of 9 pages
EXHIBIT INDEX
| Exhibit |
Document | |
| 1 | Joint Filing Agreement | |
Page 9 of 9 pages
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of TRX, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.
Dated: May 7, 2012
| John H. Lewis | ||
| Osmium Partners, LLC | ||
| Osmium Capital, LP | ||
| Osmium Capital II, LP | ||
| By: | /s/ John H. Lewis | |
| John H. Lewis, for himself and as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, LP and Osmium Capital II, LP | ||