SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	December 31, 2014
Estimated average burden
hours per response:		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Austin Kevin G

(Last)

(First)

(Middle)

C/O TRX, INC.

6 WEST DRUID HILLS DRIVE

(Street)

ATLANTA

30329

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRX INC/GA [ TRXI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value	12/21/2007		J ⁽¹⁾		500,000 ⁽²⁾	D	$0	0	I	by Hi-Mark, LLC
Common Stock, $.01 par value	12/21/2007		J ⁽¹⁾		330,000	A	$0	330,000 ⁽³⁾	I	by Hi-Mark Travel Systems, Inc.
Common Stock, $.01 par value	12/21/2007		J ⁽⁴⁾		330,000	D	$0	0	I	by Hi-Mark Travel Systems, Inc.
Common Stock, $.01 par vaue	12/21/2007		J ⁽⁴⁾		145,023	A	$0	245,023	D
Common Stock, $.01 par vaue	12/21/2007		J ⁽⁴⁾		102,966	A	$0	102,966	I	by spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Distribution of shares originally received by Hi-Mark, LLC in connection with the Issuer's acquisition of Hi-Mark, LLC in January 2007. Hi-Mark, LLC is distributing the shares to its beneficial owners on a pro-rata basis without payment by those owners of any consideration for the shares.

2. These shares are held indirectly through Hi-Mark, LLC. Hi-Mark Travel Systems, Inc. owns 66% of the membership interests of Hi-Mark, LLC. The reporting person is an officer and beneficial owner of 75% of the outstanding common shares of Hi-Mark Travel Systems, Inc. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. The reporting person is an officer and beneficial owner of 75% of the outstanding common shares of Hi-Mark Travel Systems, Inc. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. The shares were previously held by Hi-Mark, LLC and were received by Hi-Mark Travel Systems, Inc. pursuant to the distribution of shares by Hi-Mark, LLC to its beneficial owners on a pro-rata basis, referenced in footnote 1 above. Hi-Mark Travel Systems, Inc. is in turn distributing the shares to its beneficial owners on a pro-rata basis, without payment by those owners of any consideration for the shares.

Remarks:

	Stacy S. Ingram, by power of attorney	12/21/2007
	** 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 Number.