sc13g

0000950134-08-018004.txt : 20081015 0000950134-08-018004.hdr.sgml : 20081015 20081015141827 ACCESSION NUMBER: 0000950134-08-018004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081015 DATE AS OF CHANGE: 20081015 GROUP MEMBERS: MERCURY FUND VII LTD GROUP MEMBERS: MERCURY FUND VIII LTD GROUP MEMBERS: MERCURY MANAGEMENT LLC GROUP MEMBERS: MERCURY VENTURES II LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRX INC/GA CENTRAL INDEX KEY: 0001103025 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 582502748 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81043 FILM NUMBER: 081124686 BUSINESS ADDRESS: STREET 1: 6 WEST DRUID HILLS DRIVE CITY: ATLANTA STATE: GA ZIP: 30329 BUSINESS PHONE: 4049296100 MAIL ADDRESS: STREET 1: 6 WEST DRUID HILLS DRIVE CITY: ATLANTA STATE: GA ZIP: 30329 FORMER COMPANY: FORMER CONFORMED NAME: WT TECHNOLOGIES INC DATE OF NAME CHANGE: 20000111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWE KEVIN C CENTRAL INDEX KEY: 0001209253 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2707 HIBERNIA CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 214 522 7909 SC 13G 1 d64628sc13g.htm SCHEDULE 13G sc13g

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

TRX, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

898452107

(CUSIP Number)

October 10, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No.		898452107		Page		2		of		13


1.	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) Mercury Fund VII, Ltd. I.R.S. Identification No. 20-4881368


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5.	SOLE VOTING POWER

NUMBER OF			588,000⁽¹⁾

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			588,000⁽¹⁾

WITH		8.	SHARED DISPOSITIVE POWER

			-0-

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	588,000⁽¹⁾

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.20%⁽²⁾

12.	TYPE OF REPORTING PERSON*

	PN

⁽¹⁾ Kevin C. Howe (“Mr. Howe”) exercises voting and disposition power over such shares on behalf of Mercury Management, L.L.C. (“Mercury Management”), the General Partner of Mercury Ventures II, Ltd. (“Mercury Ventures II”), which is the General Partner of Mercury Fund VII, Ltd. (“Mercury VII”).

⁽²⁾ Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.


CUSIP No.		898452107		Page		3		of		13


1.	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) Mercury Fund VIII, Ltd. I.R.S. Identification No. 26-1440289


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5.	SOLE VOTING POWER

NUMBER OF			334,895⁽¹⁾

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			334,895⁽¹⁾

WITH		8.	SHARED DISPOSITIVE POWER

			-0-

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	334,895⁽¹⁾

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	1.82%⁽²⁾

12.	TYPE OF REPORTING PERSON*

	PN

⁽¹⁾ Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, Ltd. (“Mercury Ventures II”), which is the General Partner of Mercury Fund VIII, Ltd. (“Mercury VIII”).

⁽²⁾ Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.


CUSIP No.		898452107		Page		4		of		13


1.	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) Mercury Ventures II, Ltd. I.R.S. Identification No. 20-4736567


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5.	SOLE VOTING POWER

NUMBER OF			922,895 ⁽¹⁾

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			922,895 ⁽¹⁾

WITH		8.	SHARED DISPOSITIVE POWER

			-0-

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	922,895 ⁽¹⁾

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.03%⁽²⁾

12.	TYPE OF REPORTING PERSON*

	PN

⁽¹⁾ Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury VII and Mercury VIII, the owners of 588,000 and 334,895 shares, respectively.

⁽²⁾ Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.


CUSIP No.		898452107		Page		5		of		13


1.	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) Mercury Management, L.L.C. I.R.S. Identification No. 75-2796232


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5.	SOLE VOTING POWER

NUMBER OF			922,895⁽¹⁾

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			922,895⁽¹⁾

WITH:		8.	SHARED DISPOSITIVE POWER

			-0-

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	922,895⁽¹⁾

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.03%⁽²⁾

12.	TYPE OF REPORTING PERSON*

	OO

⁽¹⁾ Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the General Partner of Mercury VII and Mercury VIII. Includes 588,000 shares owned by Mercury VII and 334,895 shares owned by Mercury VIII.

⁽²⁾ Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.


CUSIP No.		898452107		Page		6		of		13


1.	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) Kevin C. Howe


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5.	SOLE VOTING POWER

NUMBER OF			935,895⁽¹⁾

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			935,895⁽¹⁾

WITH		8.	SHARED DISPOSITIVE POWER

			-0-

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	935,895⁽¹⁾

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.10%⁽²⁾

12.	TYPE OF REPORTING PERSON*

	IN

⁽¹⁾ Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the General Partner of Mercury VII and Mercury VIII. Includes 586,000 shares owned by Mercury VII, 334,895 shares owned by Mercury VIII and 13,000 shares owned by Mr. Howe.

⁽²⁾ Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No.		898452107		Page		7		of		13

Introduction

Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, Mercury Fund VII, Ltd. (“Mercury VII”), Mercury Fund VIII, Ltd. (“Mercury VIII”), Mercury Ventures II, Ltd. (“Mercury Ventures II”), Mercury Management, L.L.C. (“Mercury Management”) and Kevin C. Howe (“Mr. Howe”) are making this joint filing on Schedule 13G.


Item 1(a).		Name of Issuer:

TRX, Inc., a Georgia corporation


Item 1(b).		Address of Issuer’s Principal Executive Offices:

6 West Druid Hills Drive, Atlanta, Georgia 30329


Item 2(a).		Name of Person Filing:

Mercury Fund VII, Ltd.

Mercury Fund VIII, Ltd.

Mercury Ventures II, Ltd.

Mercury Management, L.L.C.

Kevin C. Howe


Item 2(b).		Address of Principal Business Office or, if None, Residence:

The principal business office of Mercury VII, Mercury VIII, Mercury Ventures II, Mercury Management and Mr. Howe is 501 Park Lake Drive, McKinney, Texas 75070.


Item 2(c).		Citizenship:

Mercury VII’s place of organization is Texas

Mercury VIII’s place of organization is Texas

Mercury Ventures II’s place of organization is Texas

Mercury Management’s place of organization is Texas

Mr. Howe is a citizen of the United States


Item 2(d).		Title of Class of Securities:

Common stock, $0.01 par value per share (the “Common Stock”)


Item 2(e).		CUSIP Number:

898452107


CUSIP No.		898452107		Page		8		of		13


Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable


Item 4.		Ownership:


Mercury VII

(a) Amount beneficially owned:	588,000	⁽¹⁾

(b) Percent of class:	3.20	%⁽²⁾

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote	588,000	⁽¹⁾

(ii) Shared power to vote or direct the vote	-0-

(iii) Sole power to dispose or to direct the disposition of	588,000	⁽¹⁾

(iv) Shared power to dispose or to direct the disposition of	-0-


⁽¹⁾		Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury VII.

⁽²⁾		Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.


CUSIP No.		898452107		Page		9		of		13


Mercury VIII

(a) Amount beneficially owned:	334,895	⁽¹⁾

(b) Percent of class:	1.82	%⁽²⁾

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote	334,895	⁽¹⁾

(ii) Shared power to vote or direct the vote	-0-

(iii) Sole power to dispose or to direct the disposition of	334,895	⁽¹⁾

(iv) Shared power to dispose or to direct the disposition of	-0-


⁽¹⁾		Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury VIII.

⁽²⁾		Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.


Mercury Ventures II

(a) Amount beneficially owned:	922,895	⁽¹⁾

(b) Percent of class:	5.03	%⁽²⁾

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote	922,895	⁽¹⁾

(ii) Shared power to vote or direct the vote	-0-

(iii) Sole power to dispose or to direct the disposition of	922,895	⁽¹⁾

(iv) Shared power to dispose or to direct the disposition of	-0-


⁽¹⁾		Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II, which is the General Partner of Mercury VII and Mercury VIII, the owners of 588,000 and 334,895 shares, respectively.

⁽²⁾		Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, of which 3.20% are owned by Mercury VII and 1.82% are owned by Mercury VII.


Mercury Management

(a) Amount beneficially owned:	922,895	⁽¹⁾

(b) Percent of class:	5.03	%⁽²⁾

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote	922,895	⁽¹⁾


CUSIP No.		898452107		Page		10		of		13


(ii) Shared power to vote or direct the vote	-0-

(iii) Sole power to dispose or to direct the disposition of	922,895	⁽¹⁾

(iv) Shared power to dispose or to direct the disposition of	-0-


⁽¹⁾		Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures and Mercury Ventures II. Mercury Ventures is the General Partner of Mercury VI. Mercury Ventures II is the General Partner of Mercury VII. Includes 588,000 shares owned by Mercury VII and 334,895 shares owned by Mercury VIII.

⁽²⁾		Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, of which 3.20% are owned by Mercury VII and 1.82% are owned by Mercury VIII.


Mr. Howe

(a) Amount beneficially owned:	935,895	⁽¹⁾

(b) Percent of class:	5.10	%⁽²⁾

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote	935,895	⁽¹⁾

(ii) Shared power to vote or direct the vote	-0-

(iii) Sole power to dispose or to direct the disposition of	935,895	⁽¹⁾

(iv) Shared power to dispose or to direct the disposition of	-0-


⁽¹⁾		Mr. Howe exercises voting and disposition power over such shares on behalf of Mercury Management, the General Partner of Mercury Ventures II. Mercury Ventures II is the General Partner of Mercury VII and Mercury VIII. Includes 588,000 shares owned by Mercury VII, 334,895 owned by Mercury VIII and 13,000 shares owned by Mr. Howe.

⁽²⁾		Assumes a total of 18,362,247 shares of common stock outstanding based on TRX, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, of which 3.20% are owned by Mercury VII and 1.82% are owned by Mercury VIII.


Item 5.		Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o

Not Applicable


Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable


CUSIP No.		898452107		Page		11		of		13


Item 8.		Identification and Classification of Members of the Group:

The following lists each member of the group filing this Schedule 13G pursuant to Rule 13d-1(c):

Mercury Fund VII, Ltd.

Mercury Fund VIII, Ltd.

Mercury Ventures II, Ltd.

Mercury Management, L.L.C.

Kevin C. Howe


Item 9.		Notice of Dissolution of Group:

Not Applicable


Item 10.		Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

[Remainder of Page Intentionally Left Blank]


CUSIP No.		898452107		Page		12		of		13

SIGNATURE

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.


October 15, 2008	MERCURY FUND VII, LTD.
	By:	MERCURY VENTURES II, LTD. General Partner

	By:	MERCURY MANAGEMENT, L.L.C. General Partner

	By:	/s/ Kevin C. Howe
		Name:	Kevin C. Howe
		Title:	Manager

October 15, 2008	MERCURY FUND VIII, LTD.
	By:	MERCURY VENTURES II, LTD. General Partner

	By:	MERCURY MANAGEMENT, L.L.C. General Partner

	By:	/s/ Kevin C. Howe
		Name:	Kevin C. Howe
		Title:	Manager

October 15, 2008	MERCURY VENTURES II, LTD.
	By:	MERCURY MANAGEMENT, L.L.C. General Partner

	By:	/s/ Kevin C. Howe
		Name:	Kevin C. Howe
		Title:	Manager


CUSIP No.		898452107		Page		13		of		13


October 15, 2008	MERCURY MANAGEMENT, L.L.C.
	By:	/s/ Kevin C. Howe
		Name:	Kevin C. Howe
		Title:	Manager

October 15, 2008		/s/ Kevin C. Howe
		Name: Kevin C. Howe

EX-99.A 2 d64628exv99wa.htm EX-99.A exv99wa

EXHIBIT A
JOINT FILING AGREEMENT

SCHEDULE 13G
JOINT FILING AGREEMENT

This Agreement is dated as of October 15, 2008 by and among Mercury Fund VII, Ltd. (“Mercury VII”), Mercury Fund VIII, Ltd., (“Mercury VIII”), Mercury Ventures II, Ltd. (“Mercury Ventures II”), Mercury Management, L.L.C. (“Mercury Management”) and Kevin C. Howe (“Mr. Howe”).

WHEREAS, pursuant to paragraph (k)(1) of Rule 13d-1 promulgated under Section 13d(1) of the Securities Exchange Act of 1934, as amended (the “Act”), the parties hereto have decided to satisfy their filing obligations under the Act by a single joint filing.

NOW, THEREFORE, the undersigned do hereby agree as follows:

1. The Schedule 13G (the “Schedule 13G”) with respect to TRX, Inc., a Georgia corporation, to which this Agreement is attached as Exhibit A is filed on behalf of Mercury VII, Mercury VIII, Mercury Ventures II, Mercury Management and Mr. Howe. Mercury VII, Mercury VIII, Mercury Ventures II and Mercury Management hereby authorize Mr. Howe to file the Schedule 13G on their behalf.

2. Each of Mercury VII, Mercury VIII, Mercury Ventures II, Mercury Management and Mr. Howe is responsible for the completeness and accuracy of the information concerning such person or entity contained therein; provided that each person or entity is not responsible for the completeness or accuracy of the information concerning any other person or entity making such filing.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written.


MERCURY FUND VII, LTD.
By:	MERCURY VENTURES II, LTD. General Partner

By:	MERCURY MANAGEMENT, L.L.C. General Partner

By:	/s/ Kevin C. Howe
	Name:	Kevin C. Howe
	Title:	Manager

MERCURY FUND VIII, LTD.
By:	MERCURY VENTURES II, LTD. General Partner

By:	MERCURY MANAGEMENT, L.L.C. General Partner

By:	/s/ Kevin C. Howe
	Name:	Kevin C. Howe
	Title:	Manager

MERCURY VENTURES II, LTD.
By:	MERCURY MANAGEMENT, L.L.C. General Partner

By:	/s/ Kevin C. Howe
	Name:	Kevin C. Howe
	Title:	Manager

MERCURY MANAGEMENT, L.L.C.
By:	/s/ Kevin C. Howe
	Name:	Kevin C. Howe
	Title:	Manager

/s/ Kevin C. Howe
Name:	Kevin C. Howe