SEC FORM 4

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^*

MCGEE JERRY G

(Last)

(First)

(Middle)

1071 CAMELBACK ST.

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMBASSADORS INTERNATIONAL INC [ AMIE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & COO, Ambassadors, LLC

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/10/2007		M		2,413	A	$4.405	25,413	D
Common Stock	08/10/2007		S		2,413	D	$29.5135	23,000	D
Common Stock	08/10/2007		M		2,087	A	$4.924	25,087	D
Common Stock	08/10/2007		S		2,087	D	$29.5135	23,000	D
Common Stock	08/10/2007		M		905	A	$5.546	23,905	D
Common Stock	08/10/2007		S		905	D	$29.407	23,000	D
Common Stock	08/10/2007		M		3,943	A	$4.924	26,943	D
Common Stock	08/10/2007		S		3,943	D	$29.407	23,000	D
Common Stock	08/10/2007		M		5,373	A	$5.649	28,373	D
Common Stock	08/10/2007		S		5,373	D	$29.407	23,000	D
Common Stock	08/10/2007		M		140	A	$5.676	23,140	D
Common Stock	08/10/2007		S		140	D	$28.7929	23,000	D
Common Stock	08/10/2007		M		1,260	A	$5.649	24,260	D
Common Stock	08/10/2007		S		1,260	D	$28.7929	23,000	D
Common Stock	08/10/2007		M		1,368	A	$5.676	24,368	D
Common Stock	08/10/2007		S		1,368	D	$28.0019	23,000	D
Common Stock	08/10/2007		M		1,132	A	$6.012	24,132	D
Common Stock	08/10/2007		S		1,132	D	$28.0019	23,000	D
Common Stock	08/10/2007		M		200	A	$6.012	23,200	D
Common Stock	08/10/2007		S		200	D	$27.51	23,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to buy)	$4.405	08/10/2007		M			2,413	⁽¹⁾	11/04/2009	Common Stock	2,413	$0	0	D
Stock Option (Right to buy)	$4.924	08/10/2007		M			6,030	⁽²⁾	02/10/2010	Common Stock	6,030	$0	0	D
Stock Option (Right to buy)	$5.546	08/10/2007		M			905	⁽³⁾	08/05/2009	Common Stock	905	$0	0	D
Stock Option (Right to buy)	$5.649	08/10/2007		M			6,633	⁽⁴⁾	05/30/2010	Common Stock	6,633	$0	0	D
Stock Option (Right to buy)	$5.676	08/10/2007		M			1,508	⁽⁵⁾	02/18/2009	Common Stock	1,508	$0	0	D
Stock Option (Right to buy)	$6.012	08/10/2007		M			1,332	⁽⁶⁾	08/10/2010	Common Stock	1,332	$0	0	D

Explanation of Responses:

1. The stock options vested pursuant to a four year vesting schedule, whereby 25% of the options became exercisable each year commencing on November 5, 2000. Mr. McGee exercised all vested options pursuant to this grant.

2. The stock options vested pursuant to a four year vesting schedule, whereby 25% of the options became exercisable each year commencing on February 11, 2001. Mr. McGee exercised all vested options pursuant to this grant.

3. The stock options vested pursuant to a four year vesting schedule, whereby 25% of the options became exercisable each year commencing on August 6, 2000. Mr. McGee exercised all vested options pursuant to this grant.

4. The stock options vested pursuant to a four year vesting schedule, whereby 25% of the options became exercisable each year commencing on May 31, 2001. Mr. McGee exercised all vested options pursuant to this grant.

5. The stock options vested pursuant to a four year vesting schedule, whereby 25% of the options became exercisable each year commencing on February 19, 2000. Mr. McGee exercised all vested options pursuant to this grant.

6. The stock options vested pursuant to a four year vesting schedule, whereby 25% of the options became exercisable each year commencing on August 11, 2001; 1,683 vested shares purusuant to this option grant remain unexercised.

	/s/ Laura Tuthill, Attorney-In-Fact	08/14/2007
	** 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).
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