4//SEC Filing
YTB International, Inc. 4
Accession 0001144204-08-024698
CIK 0000852766operating
Filed
Apr 28, 8:00 PM ET
Accepted
Apr 29, 12:49 PM ET
Size
14.2 KB
Accession
0001144204-08-024698
Insider Transaction Report
Form 4
YTB International, Inc.YTBLA.OB
Tomer J Lloyd
DirectorChairman of the Board10% OwnerOther
Transactions
- Gift
Class A Common Stock
2007-12-31−400,000→ 0 total(indirect: By Tomer & Associates, Inc.) - Gift
Class A Common Stock
2007-12-27−200,000→ 400,000 total(indirect: By Tomer & Associates, Inc.)
Holdings
- 8,107,677(indirect: By Great River Enterprises, LP#1)
Class A Common Stock
- 2,622,632
Class A Common Stock
- 600,000(indirect: By Spouse)
Class A Common Stock
Footnotes (8)
- [F1]The Issuer has two classes of common stock, Class A Common Stock and Class B Common Stock. The two classes of common stock are identical in all respects except as to voting power, as shares of Class A Common Stock are entitled to one-tenth vote per share, and shares of Class B Common Stock, one vote per share, on all matters submitted to a vote of the Issuer's stockholders. (see footnote 2)
- [F2](continued from footnote 1) Because shares of Class B Common Stock automatically convert into shares of Class A Common Stock on a one-for-one basis upon sale or other disposition (with the exception of transfers among related entities, transfers to trusts for the benefit of the transferring holder of the Class B Common Stock, bona fide pledges under financing arrangements and similar transfers), the Reporting Person has included all shares of Class B Common Stock that he holds in calculating and reporting the total number of shares of Class A Common Stock that he holds, has acquired or has disposed of (as the case may be), throughout this Form 4.
- [F3]This transaction involved a gift of Class A Common Stock by the Reporting Person to RFT Stewardship, LP, an entity that his controlled by the Reporting Person's adult son, who does not share the Reporting Person's household. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- [F4]The Reporting Person is the sole stockholder of Tomer & Associates, Inc., which held the securities reported in this row.
- [F5]Includes 2,099,994 restricted shares of the Issuer's common stock that were granted to the Reporting Person by the Issuer on January 2, 2007 (of which 699,998 shares were originally granted and an additional 1,399,996 shares were issued subsequently as a result of the reclassification and 3 for 1 stock split involving the Issuer's common stock (the "Reclassification")). Of such 2,099,994 shares, 677,418 shares vested immediately on the grant date (see footnote 6)
- [F6](continued from footnote 5) (225,806 shares prior to the Reclassification) and the remaining 1,422,576 shares (474,192 prior to the Reclassification) vest in four equal installments of 355,644 shares each (118,548 shares each prior to the Reclassification), upon the first four anniversaries of the grant date, only upon the achievement of certain specified performance goals by the Reporting Person, as detailed in a restricted stock award agreement by and between the Issuer and the Reporting Person, dated as of January 2, 2007. The first of these remaining four installments vested on January 2, 2008.
- [F7]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 securities reported in this row. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F8]Such 600,000 shares are held by the Reporting Person's spouse and by children who share the Reporting Person's household. 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
- Apr 28, 8:00 PM ET
- Accepted
- Apr 29, 12:49 PM ET
- Size
- 14.2 KB