-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I8SONKRA57X9qaUtjJN+a5uCGDjCs87qPI7WNOQ8MtU/VzGKx6EqWDzXiDImLmlW Qz9GgRCn3KirOP5IheYwAQ== 0001193805-10-001881.txt : 20100702 0001193805-10-001881.hdr.sgml : 20100702 20100702142946 ACCESSION NUMBER: 0001193805-10-001881 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100702 DATE AS OF CHANGE: 20100702 GROUP MEMBERS: KENNETH A. GOLDBLATT GROUP MEMBERS: S SQUARED TECHNOLOGY PARTNERS, L.P. GROUP MEMBERS: SEYMOUR L. GOLDBLATT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRX INC/GA CENTRAL INDEX KEY: 0001103025 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 582502748 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81043 FILM NUMBER: 10935524 BUSINESS ADDRESS: STREET 1: 2970 CLAIRMONT ROAD NE SUITE 300 CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4049296100 MAIL ADDRESS: STREET 1: 2970 CLAIRMONT ROAD NE SUITE 300 CITY: ATLANTA STATE: GA ZIP: 30329 FORMER COMPANY: FORMER CONFORMED NAME: WT TECHNOLOGIES INC DATE OF NAME CHANGE: 20000111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S Squared Technology, LLC CENTRAL INDEX KEY: 0001322924 IRS NUMBER: 010622776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 515 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 421-2155 MAIL ADDRESS: STREET 1: 515 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 e607253_sc13ga-trx.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G / A
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)*
 
TRX, Inc.
(Name of Issuer)
 
Common Stock; $.01 par value
(Title of Class of Securities)
 
 
898452107
 
 
(CUSIP Number)
 
     
June 30, 2010
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
x
Rule 13d-1(b)
 
o
Rule 13d-1(c)
 
o
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).
 
 
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.
 
 
Page 1 of 10 Pages

 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

S Squared Technology, LLC  01-0622776
2.
Check the Appropriate Box if a Member of a Group ( See Instructions)
  (a) o
  (b) o
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:  
 
230,600
6.
Shared Voting Power:  
 
-0-
7.
Sole Dispositive Power:  
 
230,600
8.
Shared Dispositive Power:  
 
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  
 
230,600
10.
Check if the Aggregate Amount in Row (9 ) Excludes Certain Shares (See Instructions ):
 
 
¨
11.
Percent of Class Represented by Amount in Row (9):  
 
1.25%
12.
Type of Reporting Person (See Instructions):  
 
IA
 
 
Page 2 of 10 Pages

 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

S Squared Technology Partners, L.P.  43-1991746
2.
Check the Appropriate Box if a Member of a Group ( See Instructions)
  (a) o
  (b) o
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:  
 
13,400
6.
Shared Voting Power:  
 
-0-
7.
Sole Dispositive Power:  
 
13,400
8.
Shared Dispositive Power:  
 
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  
 
13,400
10.
Check if the Aggregate Amount in Row (9 ) Excludes Certain Shares (See Instructions ):
 
 
¨
11.
Percent of Class Represented by Amount in Row (9):  
 
Less than 1%
12.
Type of Reporting Person (See Instructions):  
 
IA
 
 
Page 3 of 10 Pages

 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Seymour L. Goldblatt
2.
Check the Appropriate Box if a Member of a Group ( See Instructions)
  (a) o
  (b) o
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:  
 
244,0601
6.
Shared Voting Power:  
 
-0-
7.
Sole Dispositive Power:  
 
244,060
8.
Shared Dispositive Power:  
 
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  
 
244,060
10.
Check if the Aggregate Amount in Row (9 ) Excludes Certain Shares (See Instructions ):
 
 
¨
11.
Percent of Class Represented by Amount in Row (9):  
 
1.32%
12.
Type of Reporting Person (See Instructions):  
 
IN
 
______________________
 
1
Represents combined holdings of S Squared Technology LLC and S Squared Technology Partners, L.P.  Seymour L. Goldblatt disclaims any beneficial ownership interest of the shares held by any funds for which S Squared Technology LLC or S Squared Technology Partners, L.P.  acts as an investment adviser, except for that portion of such shares that relates to his economic interest in such shares, if any.
 
 
Page 4 of 10 Pages

 
 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Kenneth A. Goldblatt
2.
Check the Appropriate Box if a Member of a Group ( See Instructions)
  (a) o
  (b) o
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:  
 
244,0602
6.
Shared Voting Power:  
 
-0-
7.
Sole Dispositive Power:  
 
244,060
8.
Shared Dispositive Power:  
 
-0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person:  
 
244,060
10.
Check if the Aggregate Amount in Row (9 ) Excludes Certain Shares (See Instructions ):
 
 
¨
11.
Percent of Class Represented by Amount in Row (9):  
 
1.32%
12.
Type of Reporting Person (See Instructions):  
 
IN
 
______________________
 
2
Represents combined holdings of S Squared Technology LLC and S Squared Technology Partners, L.P.  Kenneth A. Goldblatt disclaims any beneficial ownership interest of the shares held by any funds for which S Squared Technology LLC or S Squared Technology Partners, L.P.  acts as an investment adviser, except for that portion of such shares that relates to his economic interest in such shares, if any.
 
 
Page 5 of 10 Pages

 

Item 1.
 
 
(a)
Name of Issuer:  TRX, Inc.
 
 
(b)
Address of Issuer's Principal Executive Offices:  2970 Clairmont Road, Suite 300, Atlanta, GA 30329
 
Item 2.
 
 
(a)
Name of Person Filing:  This statement is filed on behalf of S Squared Technology, LLC (“SST”), a Delaware limited liability company, S Squared Technology Partners, L.P. (“SSTP”), a Delaware limited partnership, and Seymour L. Goldblatt (“Seymour”) and Kenneth A. Goldblatt (“Kenneth”), both United States citizens.  SST and SSTP are registered investment advisers.  Seymour is the President of each of SST and SSTP and owns a majority of the interests in SST.  Kenneth owns a majority of the interests in SSTP.  An agreement among SST, SSTP, Seymour and Kenneth in writing to file this statement on behalf of each of them is attached as Exhibit A hereto.  This statement relates to shares held for the accounts of multiple private investment funds for which SST or SSTP acts as investment ad viser.
 
 
(b)
Address of Principal Business Office or, if none, Residence:  515 Madison Avenue, New York, NY 10022
 
 
(c)
Citizenship:  SST is a Delaware limited liability company, SSTP is a Delaware limited partnership, and Seymour and Kenneth are both United States citizens.
 
 
(d)
Title of Class of Securities:  Common stock; $.01 par value
 
 
(e)
CUSIP Number:  898452107
 
Item 3.
SST and SSTP are registered investment advisers.  Seymour and Kenneth are control persons of SST and SSTP.
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
Please see cover pages for breakout of beneficial ownership by reporting person.
 
 
(a)
Amount beneficially owned:  244,060
 
 
(b)
Percent of class:  1.32%
 
 
(c)
Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote:  244,060
 
 
(ii)
Shared power to vote or to direct the vote:  -0-
 
 
(iii)
Sole power to dispose or to direct the disposition of:  244,060
 
 
(iv)
Shared power to dispose or to direct the disposition of:  -0-
 
 
Page 6 of 10 Pages

 
 
Instruction.  For computations regarding securities which represent a right to acquire an underlying security see § 240.13d-3(d)(1).
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  T
 
Instruction: Dissolution of a group requires a response to this item.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
The limited partners of (or investors in) each of the private investment funds for which SST or SSTP acts as investment adviser have the right to participate in the receipt of dividends from, and proceeds from the sale of, the shares held for the accounts of such funds in accordance with their respective limited partnership interest (or investment percentages) in such funds.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Item 8.
Identification and Classification of Members of the Group
 
If a group has filed this schedule pursuant to § 240.13d-l(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to § 240.13d-1(c) or § 240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
Item 9.
Notice of Dissolution of Group
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
Item 10.
Certification
 
 
(a)
The following certification shall be included if the statement is filed pursuant to § 240.13d-1(b):
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 10 Pages

 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  July 1, 2010
 
  S Squared Technology, LLC  
       
       
 
By:
/s/  Seymour L. Goldblatt  
   
Seymour L. Goldblatt
 
   
President
 
       
       
  S Squared Technology Partners, L.P.  
       
       
 
By:
/s/  Seymour L. Goldblatt  
   
Seymour L. Goldblatt
 
   
President
 
       
       
  /s/  Seymour L. Goldblatt  
  Seymour L. Goldblatt  
       
       
  /s/  Kenneth A. Goldblatt  
 
Kenneth A. Goldblatt
 
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties for whom copies are to be sent.
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
 
 
Page 8 of 10 Pages

 
 
EXHIBIT INDEX
 
Exhibit A --
Agreement among SST, SSTP, Seymour and Kenneth to file this statement jointly on behalf of each of them.
 
 
Page 9 of 10 Pages

EX-99.A 2 e607253_ex99-a.htm Unassociated Document
 
EXHIBIT A
 
AGREEMENT
 
JOINT FILING OF SCHEDULE 13G
 
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities, and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information if inaccurate.
 
Dated:  February 11, 2010
 
  S Squared Technology, LLC  
       
       
 
By:
/s/ Seymour L. Goldblatt  
   
Seymour L. Goldblatt
 
   
President
 
       
       
  S Squared Technology Partners, L.P.  
       
       
 
By:
/s/ Seymour L. Goldblatt  
   
Seymour L. Goldblatt
 
   
President
 
       
  /s/ Seymour L. Goldblatt  
  Seymour L. Goldblatt  
       
       
  /s/ Kenneth A. Goldblatt  
 
Kenneth A. Goldblatt
 
 
 
Page 10 of 10 Pages

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