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TZOO Form 4: Azzurro Capital Trims Stake by 0.3%

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Insider activity overview: On 18 June 2025 and 20 June 2025, Azzurro Capital Inc., an entity controlled by Travelzoo founder and 10%+ shareholder Ralph Bartel, filed a Form 4 reporting the open-market sale of 12,500 Travelzoo (TZOO) common shares.

Transaction details: • 10,000 shares sold on 18 June at an average price of $12.59
• 2,500 shares sold on 20 June at an average price of $12.42
Total estimated proceeds are approximately $156,000. The filing cites price ranges of $12.57–$12.67 and $12.42–$12.46; full price breakdown is available upon request.

Post-sale ownership: Azzurro Capital’s beneficial holding fell from 4,162,696 to 4,150,196 shares, a reduction of roughly 0.3%. Indirect ownership is attributed to Ralph Bartel and the Ralph Bartel 2005 Trust. No derivative securities were reported.

Implications: While insider selling can signal reduced confidence, the volume is immaterial relative to the insider’s remaining stake and does not meaningfully alter control dynamics. No operational or earnings information was disclosed.

Positive

  • Insider retains a substantial 4.15 million-share position, indicating ongoing alignment with shareholders despite minor sales

Negative

  • Insider selling—though small—may be viewed as a modestly negative sentiment signal

Insights

TL;DR: 12,500-share sale trims insider stake by 0.3%; sentiment impact limited.

The reported sales equate to roughly $156k and represent a negligible slice of Azzurro Capital’s 4.15 million-share position. Such small disposals often reflect liquidity or diversification motives rather than a bearish outlook. Importantly, no accompanying derivatives or accelerated disposition schedules were disclosed, and the seller remains a >10% shareholder, maintaining considerable alignment with public shareholders. On balance, the filing is informational with minimal valuation impact.

TL;DR: Routine Form 4; ownership change immaterial to governance control.

The 0.3% reduction leaves Azzurro Capital comfortably above key reporting thresholds, so governance influence is unaffected. Absence of a 10b5-1 trading plan disclosure suggests discretionary timing, but volumes are too small to raise red flags. Investors should monitor cumulative trends rather than react to this isolated event.

Insider AZZURRO CAPITAL INC, BARTEL RALPH, Ralph Bartel 2005 Trust
Role 10% Owner | 10% Owner | 10% Owner
Sold 12,500 shs ($157K)
Type Security Shares Price Value
Sale Common Stock 2,500 $12.42 $31K
Sale Common Stock 10,000 $12.59 $126K
Holdings After Transaction: Common Stock — 4,150,196 shares (Indirect, Shares sold were directly owned by Azzurro Capital Inc.)
Footnotes (1)
  1. Sale prices for the shares sold ranged from $12.57 to $12.67 per share. 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. The "Amount of Securities Beneficially Owned Following Reported Transaction(s)" represents shares held by Azzurro Capital Inc. Indirect ownership applies to Ralph Bartel and the Ralph Bartel 2005 Trust. Sale prices for the shares sold ranged from $12.42 to $12.46 per share.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
AZZURRO CAPITAL INC
(Last) (First) (Middle)
C/O SOVEREIGN MANAGEMENT LIMITED
P.O. BOX 564 SOVEREIGN PLACE
(Street)
GIBRALTAR J1 GX11 1AA
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/18/2025 S 10,000 D $12.59(1)(2) 4,152,696(3) I(4) Shares sold were directly owned by Azzurro Capital Inc.
Common Stock 06/20/2025 S 2,500 D $12.42(2)(5) 4,150,196(3) I(4) Shares sold were directly owned 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 (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
1. Name and Address of Reporting Person*
AZZURRO CAPITAL INC
(Last) (First) (Middle)
C/O SOVEREIGN MANAGEMENT LIMITED
P.O. BOX 564 SOVEREIGN PLACE
(Street)
GIBRALTAR J1 GX11 1AA
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BARTEL RALPH
(Last) (First) (Middle)
CASELLA POSTALE 823
(Street)
6612 ASCONA V8 6612
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ralph Bartel 2005 Trust
(Last) (First) (Middle)
C/O FEDELTA TRUSTEES (IOM) LIMITED
20 HILL STREET, 2ND FLOOR, DOUGLAS
(Street)
DOUGLAS, ISLE OF MAN Y8 IM1 1EU
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Sale prices for the shares sold ranged from $12.57 to $12.67 per share.
2. 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.
3. The "Amount of Securities Beneficially Owned Following Reported Transaction(s)" represents shares held by Azzurro Capital Inc.
4. Indirect ownership applies to Ralph Bartel and the Ralph Bartel 2005 Trust.
5. Sale prices for the shares sold ranged from $12.42 to $12.46 per share.
Remarks:
Ralph Bartel, Authorized Signatory 06/23/2025
Ralph Bartel 06/23/2025
Ralph Bartel, Authorized Signatory. 06/23/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

How many Travelzoo shares did Azzurro Capital sell?

12,500 common shares were sold across two transactions on 18 June 2025 and 20 June 2025.

At what prices were the TZOO shares sold?

Shares sold in the $12.42–$12.67 range, with average prices of $12.59 and $12.42 for the respective dates.

What is Azzurro Capital's remaining stake in Travelzoo?

After the transactions, the firm owns 4,150,196 TZOO shares.

Does the filing involve derivative securities?

No. No options, warrants, or other derivatives were reported.

Is this filing considered material to Travelzoo investors?

Given the 0.3% reduction in a >10% holder’s stake, the direct financial impact is limited.