Travelzoo 2012 Annual Report Download - page 44

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the amount of our common stock beneficially owned as of
June 27, 2013
by (a) each director and nominee for
election to the Board of Directors, (b) each named executive officer, (c) all executive officers and directors as a group, and (d) each person known
by the Company, as of
June 27, 2013
, to beneficially own more than 5% of the outstanding shares of common stock of the Company. In general,
shares “beneficially owned” include those shares a person has or shares the power to vote, or the power to dispose of.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, the Company
’
s directors, executive officers and the beneficial holders of more
than 10% of the Company
’
s common stock are required to file reports of ownership and changes in ownership with the SEC. Such directors,
executive officers and beneficial holders of more than 10% of the Company
’
s common stock are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company
’
s knowledge, based solely on a review of the copies of such forms furnished to the Company or written representations
from reporting persons, during fiscal 2012, all Section 16(a) filing requirements were satisfied on a timely basis, except the Form 3 for Mr. Mark
Webb as President, Local Deals hired on February 27, 2012 as the Company has now determined that Mr. Webb should be considered a Section 16
executive officer. Mr. Webb did not purchase or sell the Company's stock during fiscal year 2012.
Beneficial Ownership
Beneficial Owner
Number of
Shares(1)
Percent of
Total(2)
Directors and Named Executive Officers
Holger Bartel
200,000
1.3
%
Ralph Bartel(3)*
7,230,538
47.1
%
David J. Ehrlich
—
—
Glen Ceremony
12,500
**
Christopher Loughlin
225,000
1.5
%
Donovan Neale
-
May
—
—
Shirley Tafoya
12,500
**
Kelly M. Urso
525
**
Mark K. Webb
500
**
Mary Reilly
—
—
Directors and executive officers as a group (8 persons)
7,681,563
50.0
%
* Persons Owning More Than 5% of Common Stock
**
Less than 1%
(1)
Represents shares subject to stock options that are exercisable on June 27, 2013 or become exercisable within 60 days of June 27
,
2013. Except as otherwise indicated and subject to applicable community property laws, the persons named in the table have sole voting
and investment power with respect to all their shares of common stock.
For each person and group indicated in this table, percentage ownership is calculated by dividing the number of shares beneficially
owned by such person or group by the sum of
15,361,873
shares of common stock outstanding as of June 27, 2013, plus the number of
shares of common stock that such person or group had the right to acquire within 60 days after June 27, 2013.
Ralph Bartel indirectly holds 100% of Azzurro Capital Inc., which is the holder of
7,230,538
shares, through the Ralph Bartel 2005 Trust.
37