UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2012

TRX, INC.

(Exact Name Of Registrant As Specified In Charter)

Georgia

000-51478

58-2502748

(State of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

2970 Clairmont Road, Suite 300

Atlanta, Georgia 30329

(Address of principal executive offices, including zip code)

(404) 929-6100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 15, 2012, H. Shane Hammond, President and Chief Executive Officer of TRX, Inc. (“TRX”), notified TRX of his intent to resign as President and Chief Executive Officer of TRX for personal reasons, effective as of November 15, 2013. Mr. Hammond has served as TRX’s President and Chief Executive Officer since December 11, 2008. TRX’s Board of Directors has appointed a committee to facilitate an effective transition and consider qualified candidates.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						TRX, INC. (Registrant)

Date: November 20, 2012						/s/ David D. Cathcart
						David D. Cathcart Chief Financial Officer

TRX INC/GA 8-K