TZOO Form 4: 10% owner trims stake, still holds 4.16 M shares

Rhea-AI Filing Summary

Travelzoo (TZOO) Form 4 Overview: On 16 June 2025, 10% owner Azzurro Capital Inc. sold 10,000 shares of common stock in the open market at prices ranging from $12.65-$12.66 per share, according to a Form 4 filed on 18 June 2025.

The gross transaction value is approximately $0.13 million. Following the sale, Azzurro Capital continues to beneficially own 4,162,696 shares (indirectly attributed to Ralph Bartel and the Ralph Bartel 2005 Trust). No derivative securities were reported.

Key parties and ownership structure:

• Azzurro Capital Inc. – reporting entity executing the sale.
• Ralph Bartel – individual 10% owner with indirect ownership through Azzurro Capital.
• Ralph Bartel 2005 Trust – additional indirect owner.

Materiality assessment: The disposition represents roughly 0.24 % of Azzurro Capital’s post-transaction holdings, indicating a modest portfolio adjustment rather than a significant reduction. The filing does not reference any Rule 10b5-1 trading plan or additional insider transactions.

Investor takeaways: While insider sales can signal reduced confidence, the small percentage sold and the large remaining stake suggest a limited impact on Travelzoo’s ownership dynamics. No operational or earnings information accompanies the filing, so the event’s standalone significance is considered moderate-to-low.

Positive

• Insider retains a substantial holding of 4,162,696 shares, indicating continued exposure to Travelzoo’s performance.

Negative

• Insider selling of 10,000 shares may raise modest concern among investors even though the volume is immaterial to overall ownership.

Insights

Financial Analyst

TL;DR: 10% owner sold 10k TZOO shares (~$126k), keeps 4.16 M; sale is just 0.24 % of stake—signal appears neutral.

The Form 4 details a minor disposal by Azzurro Capital. The dollar size (~$0.13 M) and fractional share of holdings imply portfolio rebalancing rather than a directional call on fundamentals. The absence of accompanying negative news or a 10b5-1 plan reduces interpretive clarity, but magnitude alone suggests negligible valuation impact. Investors should monitor future filings for trend confirmation.

Corporate Governance Specialist

TL;DR: Insider sale is small, reporting compliant, no governance red flags observed.

The filing is timely, lists multiple reporting persons and clarifies indirect ownership chains, meeting Section 16 requirements. Only one line item appears in Table I, and no derivative activity is disclosed. Because the seller remains a >10 % holder with over 4 million shares, control considerations are unchanged. I classify the governance impact as neutral but will watch for cumulative dispositions that might shift beneficial ownership levels below regulatory thresholds.

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)
06/16/2025

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	06/16/2025		S		10,000	D	$12.66(1)(2)	4,162,696(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 $12.65 to $12.66 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.

Remarks:

	Ralph Bartel, Authorized Signatory	06/18/2025
	Ralph Bartel	06/18/2025
	Ralph Bartel, Authorized Signatory.	06/18/2025
	** 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.

FAQ

How many Travelzoo (TZOO) shares did Azzurro Capital sell on 16 Jun 2025?

10,000 common shares were sold, as disclosed in the Form 4.

What was the sale price for the TZOO shares in the June 2025 Form 4?

Shares were sold between $12.65 and $12.66 per share.

How many Travelzoo shares does Azzurro Capital own after the transaction?

The filing shows 4,162,696 shares beneficially owned after the sale.

Who are the reporting persons listed in the 18 Jun 2025 Form 4?

Reporting persons are Azzurro Capital Inc., Ralph Bartel, and the Ralph Bartel 2005 Trust.

Does the Form 4 mention a Rule 10b5-1 trading plan?

No. The check-box for a Rule 10b5-1(c) plan is present but not marked.