Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
| TRAVELZOO |
| (Name of Issuer) |
Common Stock, par value $0.01 per share
(Title of Class of Securities)
89421Q205
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 89421Q205 |
| Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS
Forager Capital Management, LLC | ||
| 2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||
| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| NUMBER OF EACH REPORTING | 5
| SOLE VOTING POWER | |
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| SHARED VOTING POWER | ||
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| SOLE DISPOSITIVE POWER | ||
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| SHARED DISPOSITIVE POWER | ||
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| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,547 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | ||
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1 Shares reported in this table are held by (i) a private investment fund of which the Reporting Person is the general partner and (ii) a separate account to which the Reporting Person serves as investment adviser.
| CUSIP No. 89421Q205 |
| Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS Edward Kissel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||
| 3 | SEC USE ONLY
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| CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| NUMBER OF EACH REPORTING | 5 | SOLE VOTING POWER | |
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| SHARED VOTING POWER | ||
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| SOLE DISPOSITIVE POWER | ||
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| SHARED DISPOSITIVE POWER | ||
| 9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,547 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | ||
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2 These shares are held by (i) a private investment fund of which Forager Capital Management, LLC is the general partner and (ii) a separate account to which Forager Capital Management, LLC serves as investment adviser. The Reporting Person is a managing partner of Forager Capital Management, LLC.
| CUSIP No. 89421Q205 |
| Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSONS | ||
| 2
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | ||
| 3
| SEC USE ONLY
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| 4
| CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| NUMBER OF EACH REPORTING | 5 | SOLE VOTING POWER | |
| 6 | SHARED VOTING POWER | ||
| 7 | SOLE DISPOSITIVE POWER | ||
| 8 | SHARED DISPOSITIVE POWER | ||
| 9
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,547 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | ||
| 11
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 12
| TYPE OF REPORTING PERSON (See Instructions) | ||
_____________
3 These shares are held by (i) a private investment fund of which Forager Capital Management, LLC is the general partner and (ii) a separate account to which Forager Capital Management, LLC serves as investment adviser. The Reporting Person is a managing partner of Forager Capital Management, LLC.
| CUSIP No. 89421Q205 |
| Page 5 of 8 Pages |
| ITEM 1(a). | NAME OF ISSUER |
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| Travelzoo (the “Issuer”) |
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| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
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| 590 Madison Avenue, 35th Floor New York, NY 10022 |
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| ITEM 2(a). | NAME OF PERSONS FILING |
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| This joint statement on Schedule 13G is being filed by Edward Kissel, Robert MacArthur and Forager Capital Management, LLC, a Delaware limited liability company (the “Investment Adviser” and, together with Mr. Kissel and Mr. MacArthur, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. |
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| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
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| The business address of each of the Reporting Persons is 2024 3rd Ave. N, Suite 201, Birmingham, AL 35203. |
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| ITEM 2(c). | CITIZENSHIP |
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| The Investment Adviser is a Delaware limited liability company; Mr. Kissel is a citizen of the United States; and Mr. MacArthur is a citizen of the United States. |
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| ITEM 2(d). | TITLE OF CLASS OF SECURITIES |
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| Common stock, par value $0.01 per share (the “Common Stock”). |
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| ITEM 2(e). | CUSIP NUMBER |
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| 89421Q205 |
| CUSIP No. 89421Q205 |
| Page 6 of 8 Pages |
| ITEM 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
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| (e) | ☒ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| ITEM 4. | OWNERSHIP |
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| As of February 14, 2022, the Reporting Persons, in the aggregate, beneficially owned 689,547 shares of Common Stock of the Issuer, representing approximately 5.6% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Investment Adviser, as the sole general partner of a private investment fund and as the investment adviser of a separate account, beneficially owns 689,547 shares of Common Stock representing approximately 5.6% of the class; (ii) Mr. Kissel, as the managing partner of the Investment Adviser, beneficially owns 689,547 shares of Common Stock representing approximately 5.6% of the class; and (iii) Mr. MacArthur, as the managing partner of the Investment Adviser, beneficially owns 689,547 shares of Common Stock representing approximately 5.6% of the class. The percentages of beneficial ownership reported herein, and on each Reporting Person’s cover page to this Schedule 13G, are based on a total of 12,258,624 shares of the Common Stock issued and outstanding as of November 5, 2021, as reported in most recent quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended September 30, 2021.
The Investment Adviser has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Mr. Kissel has the sole power to vote and dispose of 0 shares of Common Stock, and has the shared power to vote and dispose of 689,547 shares of Common Stock. Mr. MacArthur has the sole power to vote and dispose of 0 shares of Common Stock, and has the shared power to vote and dispose of 689,547 shares of Common Stock. |
| CUSIP No. 89421Q205 |
| Page 7 of 8 Pages |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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| Not applicable. |
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| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
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| Certain funds and accounts to which the Investment Adviser serves as investment adviser have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock. |
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| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
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| Not applicable. |
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| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
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| Not applicable. |
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| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
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| Not applicable. |
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| ITEM 10. | CERTIFICATION |
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| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP No. 89421Q205 |
| Page 8 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| DATE: February 14, 2022 | |||
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| FORAGER CAPITAL MANAGEMENT, LLC |
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| By: | /s/ Robert MacArthur | ||
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| Robert MacArthur | |
| Managing Partner | |||
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| EDWARD KISSEL |
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| /s/ Edward Kissel |
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| Edward Kissel |
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| ROBERT MACARTHUR |
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| /s/ Robert MacArthur |
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| Robert MacArthur |
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of February 14, 2022, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Travelzoo, a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.
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| FORAGER CAPITAL MANAGEMENT, LLC |
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| By: | /s/ Robert MacArthur | ||
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| Robert MacArthur | |
| Managing Partner | |||
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| EDWARD KISSEL |
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| /s/ Edward Kissel |
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| Edward Kissel |
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| ROBERT MACARTHUR |
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| /s/ Robert MacArthur |
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| Robert MacArthur |
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Exhibit 2
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated Robert MacArthur to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Travelzoo, a Delaware corporation. The authority of Robert MacArthur under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned’s ownership of or transactions in securities of Travelzoo, unless earlier revoked in writing. The undersigned acknowledges that Robert MacArthur is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.
| Dated: February 14, 2022 | /s/ Edward Kissel |
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| Edward Kissel |
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Exhibit 3
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated Edward Kissel to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Travelzoo, a Delaware corporation. The authority of Edward Kissel under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned’s ownership of or transactions in securities of Travelzoo, unless earlier revoked in writing. The undersigned acknowledges that Edward Kissel is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.
| Dated: February 14, 2022 | /s/ Robert MacArthur |
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| Robert MacArthur |
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