4//SEC Filing
YTB International, Inc. 4
Accession 0001144204-07-005600
CIK 0000852766operating
Filed
Feb 6, 7:00 PM ET
Accepted
Feb 7, 11:28 AM ET
Size
19.0 KB
Accession
0001144204-07-005600
Insider Transaction Report
Form 4
YTB International, Inc.YTBLE.OB
Tomer J Lloyd
DirectorChairman of the Board10% OwnerOther
Transactions
- Exercise/Conversion
Common Stock
2007-01-03$1.00/sh+100,000$100,000→ 179,700 total - Exercise/Conversion
Stock Options (right to buy)
2007-01-03−100,000→ 0 totalExercise: $1.00From: 2004-12-02Exp: 2007-01-26→ Common Stock (100,000 underlying) - Other
Common Stock
2005-12-15−1,845,000→ 3,861,838 total(indirect: By Great River Enterprises, LP#1) - Sale
Common Stock
2007-01-24$6.69/sh−1,000,000$6,690,000→ 2,861,838 total(indirect: By Great River Enterprises, LP#1) - Gift
Common Stock
2007-02-04−159,279→ 2,702,559 total(indirect: By Great River Enterprises, LP#1)
Holdings
- 200,000(indirect: By Tomer & Associates, Inc.)
Common Stock
Footnotes (10)
- [F1]Great River Enterprises, LP#1 and not J. Lloyd Tomer is a 10% Owner.
- [F10]The transaction being reported in this row of this Form 4 involves the exercise by the Reporting Person of options to buy 100,000 shares of the Issuer's Common Stock at an exercise price of $1.00 per share.
- [F2]The Reporting Person is a member of a Section 13(d) group and a party (via Great River Enterprises, LP#1) to a certain Stockholders' Agreement, dated as of December 8, 2004, by and among Great River Enterprises, LP#1 and other stockholders of the Issuer that together own a significant percentage of the Issuer's outstanding Common Stock, pursuant to which the Reporting Person shares voting power over additional shares subject to the voting arrangements thereunder. The Reporting Person also directly shares voting power with respect to an additional 5,953,016 shares of the Issuer's Common Stock as a result of the grant to the Reporting Person and other members of the Reporting Person's Section 13(d) group of an irrevocable proxy with respect to such shares. The Reporting Person does not possess a pecuniary interest with respect to any such shares and has therefore not reported them in this Form 4.
- [F3]The transaction being reported in this row of this Form 4 involves the distribution of 1,845,000 shares of the Issuer's Common Stock by the Reporting Person (held indirectly via Great River Enterprises, LP#1) to various former limited partners of Great River Enterprises, LP#1 in redemption of their limited partnership interests therein.
- [F4]The Reporting Person did not receive any consideration for the shares of the Issuer's Common Stock being disposed of. The distribution of the shares to the former limited partners of Great River Enterprises, LP#1 served as the means by which Great River Enterprises, LP#1 effected the redemption of the limited partnership interests held by the persons acquiring the shares.
- [F5]The Reporting Person is the sole stockholder of Tomer & Associates, Inc., a corporation that is the general partner of Great River Enterprises, LP#1, a limited partnership that owns the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F6]Great River Enterprises, LP#1 disposed of the 1,000,000 shares reported in this line as the purchase price for the purchase of certain real property, for which the shares had a deemed value of $6.69 per share. Under the purchase agreement for the purchase of such real property, the seller has the right to cancel the transaction on December 31, 2011 (or sooner, upon the occurrence of certain events) and to return the 1,000,000 shares (or an equivalent number of shares of the Issuer) to Great River Enterprises, LP#1 if certain conditions are not met, as specified in the agreement.
- [F7]Great River Enterprises, LP#1 donated the 159,279 shares reported in this row as a gift to a local religious institution and did not receive any consideration in exchange for the shares.
- [F8]The shares reported as held indirectly by the Reporting Person via Tomer & Associates, Inc. were previously held indirectly via Great River Enterprises, LP#1 and were transferred to Tomer & Associates, Inc. in partial redemption of its limited partnership interest in Great River Enterprises, LP#1.
- [F9]Such 200,000 shares are held by the Reporting Person's spouse and by children who share the Reporting Person's household, and were transferred to them by Great River Enterprises, LP#1. The Reporting Person disclaims beneficial ownership with respect to all such shares.
Documents
Issuer
YTB International, Inc.
CIK 0000852766
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000852766
Filing Metadata
- Form type
- 4
- Filed
- Feb 6, 7:00 PM ET
- Accepted
- Feb 7, 11:28 AM ET
- Size
- 19.0 KB