| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
YTB International, Inc. [ YTBLE.PK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/07/2007 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock(1)(2) | 01/02/2007 | A(3)(4) | 699,998 | A | $0(3)(4) | 779,698 | D | |||
| Common Stock(1)(2) | 01/03/2007 | M(5) | 100,000 | A | $1 | 879,698(5) | D | |||
| Common Stock(1)(2) | 2,702,559 | I | By Great River Enterprises, LP#1(6) | |||||||
| Common Stock(1)(2) | 200,000 | I | By Tomer & Associates, Inc.(7) | |||||||
| Common Stock(1)(2) | 200,000 | I | By spouse and children(8) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options (right to buy) | $1 | 01/03/2007 | M(5) | 100,000 | 12/02/2004 | 01/26/2007 | Common Stock | 100,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person is a member of a Section 13(d) group and a party (via Great River Enterprises, LP#1) to a certain Stockholders' Agreement, dated as of December 8, 2004, by and among Great River Enterprises, LP#1 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. |
| 2. 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 an additional 5,953,016 shares of the Issuer's Common Stock (along with shares acquired thereafter by the granting parties), 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 amended Form 4. |
| 3. The transaction being reported in this row involves the grant by the Issuer to the Reporting Person of 699,998 restricted shares of the Issuer's common stock in consideration of the outstanding contributions made by the Reporting Person to the Issuer as a sales director with respect to the Issuer's products and services. 225,806 of such shares vested immediately on the grant date, while the remaining 474,192 shares have not yet vested for the Reporting Person and will vest in four equal installments of 118,548 shares each (upon the first four anniversaries 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. |
| 4. The transaction being reported in this row was inadvertently omitted from the original Form 4 (the "Original Form 4") filed on February 7, 2007 by the Reporting Person in which the Reporting Person reported the other transactions reported therein, which (with the exception of the transaction reported in the following row hereof) have not been repeated herein (as no information has changed with respect to such other transactions). |
| 5. The transaction being reported in this row of this amended Form 4 involved the exercise by the Reporting Person of options to buy 100,000 shares of the Issuer's Common Stock at an exercise price of $1.00 per share. While this transaction was reported in the Original Form 4, it is being repeated once again in this amended Form 4 because of the amended information that is included with respect to the Reporting Person's overall beneficial ownership following this transaction, as a result of the other transaction reported herein (the grant by the Issuer to the Reporting Person of 699,998 restricted shares of the Issuer's common stock), which preceded it. |
| 6. The Reporting Person is the sole stockholder of Tomer & Associates, Inc., a corporation that is the general partner of Great River Enterprises, LP#1, a limited partnership that owns the securities reported in this row. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 7. The Reporting Person is the sole stockholder of Tomer & Associates, Inc., which holds the securities reported in this row. |
| 8. Such 200,000 shares are held by the Reporting Person's spouse and by children who share the Reporting Person's household. The Reporting Person disclaims beneficial ownership with respect to all such shares. |
| Remarks: |
| Chairman of the Board - Refers solely to J. Lloyd Tomer.* Great River Enterprises, LP#1 and not J. Lloyd Tomer is a 10% Owner** |
| /s/ J. Lloyd Tomer | 03/01/2007 | |
| ** 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. | ||