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*
Ralph Bartel 2005 Trust

(Last) (First) (Middle)
C/O FEDELTA TRUST LIMITED
29/31 ATHOL STREET, OMAR HOUSE BLDG

(Street)
ISLE OF MAN X0 1M11LB

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRAVELZOO INC [ TZOO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2008
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
Common Stock 05/01/2008 J(1) 20(1) A (2) 7,741,395 I Azzurro Capital Inc.(4)
Common Stock 05/14/2008 M 29,700(2) A $2 7,771,095 I Azzurro Capital Inc.(4)
Common Stock 05/14/2008 M 4,950(5) A $3 7,776,045 I Azzurro Capital Inc.(4)
Common Stock 05/15/2008 P 10,494(6) A $10 7,786,539 I Azzurro Capital Inc.(4)
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
Stock Option (right to buy) $2 05/14/2008 M 29,700(3) (7) 10/30/2011 Common Stock 29,700 $0 0 I Azzurro Capital Inc.
Stock Option (right to buy) $3 05/14/2008 M 4,950(5) (7) 03/25/2012 Common Stock 4,950 $0 0 I Azzurro Capital Inc.
Explanation of Responses:
1. Represents a transfer of record ownership from Holger Bartel to Azzurro Capital Inc. of 20 shares of Travelzoo Inc. common stock. The Reporting Person, through a trust, indirectly holds 99% of Azzurro Capital Inc. and Holger Bartel, the brother of Ralph Bartel, indirectly holds the remaining 1% of Azzurro Capital Inc. through HBT Corporation LLC.
2. Price is not applicable to transfer of shares. There were no proceeds from this transfer.
3. Represents an option exercise of 30,000 shares of Travelzoo Inc. common stock by Azzurro Capital Inc. in which the Reporting Person, through a trust, indirectly holds 99% of Azzurro Capital Inc. and Holger Bartel, the brother of Ralph Bartel, indirectly holds the remaining 1% of Azzurro Capital Inc. through HBT Corporation LLC.
4. The Reporting 10% Owner disclaims beneficial ownership of securities in excess of its 99% holdings in Azzurro Capital Inc.
5. Represents an option exercise of 5,000 shares of Travelzoo Inc. common stock by Azzurro Capital Inc. in which the Reporting Person, through a trust, indirectly holds 99% of Azzurro Capital Inc. and Holger Bartel, the brother of Ralph Bartel, indirectly holds the remaining 1% of Azzurro Capital Inc. through HBT Corporation LLC.
6. Represents a purchase of 10,600 shares of Travelzoo Inc. common stock by Azzurro Capital Inc. in which the Reporting Person, through a trust, indirectly holds 99% of Azzurro Capital Inc. and Holger Bartel, the brother of Ralph Bartel, indirectly holds the remaining 1% of Azzurro Capital Inc. through HBT Corporation LLC.
7. Immediately
/s/ Ralph Bartel, Attorney-in-Fact 05/16/2008
** 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.
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