X0202 4 2008-02-12 0 0000852766 YTB International, Inc. YTB 0001312855 Brent Michael 560 SYLVAN AVE. ENGELWOOD CLIFFS NJ 07632 0 0 1 0 Class A Common Stock 2008-02-12 4 S 0 5418 1.01 D 14017584 D Class A Common Stock 2008-02-13 4 S 0 1000 0.99 D 14016584 D Warrants (right to buy) 0.58 2008-02-12 4 S 0 112500 0 D 2007-04-29 2010-04-29 Class A Common Stock 112500 112500 D 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 all shares of Class B Common Stock that he holds in calculating and reporting the total number of shares of Class A Common Stock that he holds throughout this Form 4. The shares reported in this row are beneficially owned jointly by the Reporting Person and his spouse. The number of shares of Class A Common Stock reflected in this row includes 2,099,994 restricted shares of the Issuer's common stock that were granted to the Reporting Person and his spouse by the Issuer on January 2, 2007 (of which 699,998 shares were originally granted and an additional 1,399,996 shares were issued subsequently as a result of the reclassification and 3 for 1 stock split involving the Issuer's common stock (the "Reclassification")). (Continued in Footnote 4) (Continued from Footnote 3) Of such 2,099,994 restricted shares, 677,418 shares vested immediately on the grant date (225,806 shares prior to the Reclassification), another 355,644 shares (118,548 shares prior to the Reclassification) vested on the first anniversary of the grant date, and the remaining 1,066,932 shares (355,644 prior to the Reclassification) will vest in three equal installments of 355,644 shares each (118,548 shares each prior to the Reclassification) upon the next three 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. The Reporting Person has not engaged in any reportable transactions with respect to the derivative securities of the Issuer reported in this row and is including his ownership of these securities for informational purposes only in this Form 4. 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 certain stockholders of the Issuer that together own a significant percentage of the Issuer's outstanding common stock. On November 22, 2006, the Reporting Person granted an irrevocable proxy with respect to all shares of the Issuer's common stock now held or hereafter acquired by him to other parties to such Stockholders' Agreement. However, because the Reporting Person continues to possess a pecuniary interest with respect to all shares that he holds, he has reported such holdings on this Form 4. /s/ Michael Y. Brent 2008-02-14