Travelzoo
TRAVELZOO INC (Form: 4, Received: 03/14/2016 18:41:41)
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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stitt Michael
2. Issuer Name and Ticker or Trading Symbol

TRAVELZOO INC [ TZOO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, North America
(Last)          (First)          (Middle)

590 MADISON AVENUE, 37TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/7/2016
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
TZOO                  3500   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
TZOO   (1) $8.55   3/7/2016     A      100000         (2) 3/7/2026   TZOO   100000.0   $8.55   100000   D    

Explanation of Responses:
( 1)  Stock option (right-to-buy)
( 2)  The option grant is subject to a four-year annual vesting schedule, vesting 25% from 3/7/2017 and each year thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stitt Michael
590 MADISON AVENUE, 37TH FLOOR
NEW YORK, NY 10022


President, North America

Signatures
Michael Stitt 3/14/2016
** 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 control number.



Exhibit 24

POWER OF ATTORNEY


I, Michael Stitt, hereby appoint GLEN CEREMONY as my lawful attorney-in-fact to execute on my behalf, in my capacity as an executive officer of Travelzoo Inc. (1) a Form ID Application to obtain access codes for the Electronic Data Gathering, Analysis and Retrieval system of the U.S. Securities and Exchange Commission and (2) Forms 3, 4 and 5 to be filed from time to time pursuant to the requirements of such Commission under Section 16(a) of the Securities Exchange Act of 1034, as amended, as well as amendments thereto.

IN WITNESS WHEREOF, I have signed this Power of Attorney on January 25, 2016.

/s/ Michael Stitt