Sec Form 4 Filing - AZZURRO CAPITAL INC @ TRAVELZOO - 2021-05-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AZZURRO CAPITAL INC
2. Issuer Name and Ticker or Trading Symbol
TRAVELZOO [ TZOO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FIRST ROCK DIRECTORS LTD., SOVEREIGN PLACE
3. Date of Earliest Transaction (MM/DD/YY)
05/11/2021
(Street)
117 MAIN STREET, J1GX11 1AA
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/11/2021 S 21,968 ( 1 ) D $ 17.32 ( 2 ) ( 3 ) 4,602,582 I ( 4 ) Shares were sold by Azzurro Capital Inc.
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AZZURRO CAPITAL INC
C/O FIRST ROCK DIRECTORS LTD.
SOVEREIGN PLACE
117 MAIN STREET, J1GX11 1AA
X
Ralph Bartel 2005 Trust
C/O FEDELTA TRUST LIMITED
29/31 ATHOL STREET, OMAR HOUSE BLDG
ISLE OF MAN, X01M11LB
X
BARTEL RALPH
CASELLA POSTALE 823
6612 ASCONA, V86612
X X
Signatures
Ralph Bartel, Authorized Representative 05/13/2021
Signature of Reporting Person Date
Ralph Bartel, Authorized Representative 05/13/2021
Signature of Reporting Person Date
Ralph Bartel 05/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person acquired a total of 106,425 shares of common stock of the issuer during the six months preceding the date of the sales reported on this Form, as disclosed in Form 4 filings on May 3, May 6 and May 10, 2021. The prices paid for a portion of those shares were lower than the prices received for the shares sold as reported on this Form. Accordingly, such sale transactions have resulted in liability by the reporting person to the issuer under Section 16 of the Securities Exchange Act, in an amount representing the profit recognized by the reporting person on the sale of the 21,968 shares sold as reported hereunder, in the amount of $24,620.55, determined on the basis of the lowest prices paid for the corresponding number of shares so purchased. The reporting person has informed the issuer of this matter and has paid that amount to the issuer in satisfaction of the obligation under Section 16.
( 2 )Sale prices for the shares sold ranged from $17.15 to $17.50 per share.
( 3 )The reporting person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each price.
( 4 )Indirect ownership applies to Ralph Bartel and the Ralph Bartel 2005 Trust.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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