Osmium Partners, LLC - Schedule 13G/A - Filed by newsfilecorp.com

0001062993-19-000918.txt : 20190214 0001062993-19-000918.hdr.sgml : 20190214 20190214152829 ACCESSION NUMBER: 0001062993-19-000918 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: JOHN H. LEWIS GROUP MEMBERS: OSMIUM CAPITAL II, LP GROUP MEMBERS: OSMIUM CAPITAL, LP GROUP MEMBERS: OSMIUM DIAMOND, LP GROUP MEMBERS: OSMIUM SPARTAN, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRAVELZOO CENTRAL INDEX KEY: 0001133311 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 364415727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82372 FILM NUMBER: 19605369 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124844900 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELZOO INC DATE OF NAME CHANGE: 20010126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Osmium Partners, LLC CENTRAL INDEX KEY: 0001316729 IRS NUMBER: 550793716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: (415) 785-4044 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 SC 13G/A 1 sched13ga-tzoo.htm FORM SC 13G/A Osmium Partners, LLC - Schedule 13G/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

TRAVELZOO INC.
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

89421Q205
(CUSIP Number)

December 31, 2018
(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] Rule13d-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. 89421Q205

1.	Names of Reporting Persons.

	John H. Lewis
	I.R.S. Identification Nos. of above persons (entities only).
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

	5.	Sole Voting Power
Number of		1,506
Shares	6.	Shared Voting Power
Beneficially		550,318
owned by
Each	7.	Sole Dispositive Power
Reporting		1,506
Person
With:	8.	Shared Dispositive Power
		550,318

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	551,824
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.	Percent of Class Represented by Amount in Row (9)
	4.6%
12.	Type of Reporting Person (See Instructions)
	IN

Page 2 of 10 pages

CUSIP No. 89421Q205

1.	Names of Reporting Persons.

	Osmium Partners, LLC
	I.R.S. Identification Nos. of above persons (entities only).
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

	5.	Sole Voting Power
Number of		0
Shares	6.	Shared Voting Power
Beneficially		550,318
owned by
Each	7.	Sole Dispositive Power
Reporting		0
Person
With:	8.	Shared Dispositive Power
		550,318

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	550,318
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.	Percent of Class Represented by Amount in Row (9)
	4.5%
12.	Type of Reporting Person (See Instructions)
	IA, OO

Page 3 of 10 pages

CUSIP No. 89421Q205

1.	Names of Reporting Persons.

	Osmium Capital, LP
	I.R.S. Identification Nos. of above persons (entities only).
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

	5.	Sole Voting Power
Number of		0
Shares	6.	Shared Voting Power
Beneficially		255,982
owned by
Each	7.	Sole Dispositive Power
Reporting .		0
Person
With:	8.	Shared Dispositive Power
		255,982

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	255,982
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.	Percent of Class Represented by Amount in Row (9)
	2.1%
12.	Type of Reporting Person (See Instructions)
	PN

Page 4 of 10 pages

CUSIP No. 89421Q205

1.	Names of Reporting Persons.

	Osmium Capital II, LP
	I.R.S. Identification Nos. of above persons (entities only).
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

	5.	Sole Voting Power
Number of		0
Shares	6.	Shared Voting Power
Beneficially		103,045
owned by
Each	7.	Sole Dispositive Power
Reporting		0
Person
With:	8.	Shared Dispositive Power
		103,045

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	103,045
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.	Percent of Class Represented by Amount in Row (9)
	0.9%
12.	Type of Reporting Person (See Instructions)
	PN

Page 5 of 10 pages

CUSIP No. 89421Q205

1.	Names of Reporting Persons.

	Osmium Spartan, LP
	I.R.S. Identification Nos. of above persons (entities only).
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

	5.	Sole Voting Power
Number of		0
Shares	6.	Shared Voting Power
Beneficially		83,907
owned by
Each	7.	Sole Dispositive Power
Reporting		0
Person
With:	8.	Shared Dispositive Power
		83,907

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	83,907
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

11.	Percent of Class Represented by Amount in Row (9)
	0.7%
12.	Type of Reporting Person (See Instructions)
	PN

Page 6 of 10 pages

CUSIP No. 89421Q205

1.	Names of Reporting Persons.

	Osmium Diamond, LP
	I.R.S. Identification Nos. of above persons (entities only).
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

	5.	Sole Voting Power

Number of		0
Shares	6.	Shared Voting Power
Beneficially		107,384
owned by
Each	7.	Sole Dispositive Power
Reporting		0
Person
With:	8.	Shared Dispositive Power
		107,384

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	107,384
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨


11.	Percent of Class Represented by Amount in Row (9)

	0.9%
12.	Type of Reporting Person (See Instructions)

	PN

Page 7 of 10 pages

Item 1.

(a)	The name of the issuer is Travelzoo Inc. (the “Issuer”).

(b)	The principal executive office of the Issuer is located at 590 Madison Avenue, 37th Floor, New York, NY 10022.

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”), Osmium Capital II, LP, a Delaware limited partnership (“Fund II”), Osmium Spartan, LP, a Delaware limited partnership (“Fund III”), and Osmium Diamond, LP, a Delaware limited partnership (“Fund IV”) (all of the foregoing, collectively, the “Filers”). The Fund, Fund II, Fund III and Fund IV are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Fund, Fund II, Fund III and Fund IV directly own the common shares reported in this Statement (other than the 1,506 shares owned directly by Mr. Lewis). Mr. Lewis and Osmium Partners may be deemed to share with the Fund, Fund II, Fund III and Fund IV (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 300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904.

(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 89421Q205.

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 12,110,821 shares of Common Stock outstanding as of October 31, 2018, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 as filed with the SEC on November 1, 2018.

Page 8 of 10 pages

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 5 percent of the class of securities, check the following [X].

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

(a)	Not applicable.

(b)	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 9 of 10 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: February 14, 2019

John H. Lewis

Osmium Partners, LLC

Osmium Capital, LP

Osmium Capital II, LP

Osmium Spartan, LP

Osmium Diamond, 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, Osmium Capital II,

LP, Osmium Spartan, LP and Osmium

Diamond, LP

Page 10 of 10 pages

EXHIBIT INDEX

Exhibit	Document
No.

1.	Joint Filing Agreement*

*Previously filed