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

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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^*

WINFIELD CLAY O

(Last)

(First)

(Middle)

11421 GOLDEN EAGLE CT.

(Street)

NAPLES

34120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
YTB International, Inc. [ YTBLA.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2008

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)
Class A Common Stock⁽¹⁾	05/23/2008		A		18,293⁽²⁾	A	$0	137,197	D
Class A Common Stock⁽¹⁾	05/23/2008		A		94,513⁽³⁾	A	$0	118,904	D
Class A Common Stock⁽¹⁾	05/23/2008		A		24,391⁽⁴⁾	A	$0	24,391	D

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)
Stock Options (right to buy)⁽⁵⁾⁽⁶⁾	$0.4							04/24/2007⁽⁵⁾⁽⁶⁾	04/24/2012	Class A Common Stock⁽¹⁾	75,000		75,000	D

Explanation of Responses:

1. 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. Because shares of Class B Common Stock automatically convert into 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 Class B Common Stock in calculating and reporting the total number of shares of Class A Common Stock that he holds or that he has acquired or disposed of throughout this Form 4.

2. The transaction reported in this row involves the grant by the Issuer to the Reporting Person of a $30,000 restricted stock award, pursuant to the Issuer's plan of compensation for its non-employee directors. The number of shares of Class A Common Stock issued pursuant to such restricted stock award was determined based on the fair market value of the Class A Common Stock as of the close of trading on the grant date. The restricted stock award will vest entirely on the one year anniversary of the grant date subject to the Reporting Person's continued service on the Board of Directors of the Issuer.

3. The transaction reported in this row involves the grant by the Issuer to the Reporting Person of a $155,000 one-time catch up restricted stock award, pursuant to the Issuer's plan of compensation for its non-employee directors. The number of shares of Class A Common Stock issued pursuant to such restricted stock award was determined based on the fair market value of the Class A Common Stock as of the close of trading on the grant date. The restricted stock award will vest in two equal installments (upon the six month and eighteenth month anniversaries of the grant date) subject to the Reporting Person's continued service on the Board of Directors of the Issuer.

4. The transaction reported in this row involves the grant by the Issuer to the Reporting Person of a one-time $40,000 restricted stock award, pursuant to the Issuer's plan of compensation for its non-employee directors. The number of shares of Class A Common Stock issued pursuant to such restricted stock award was determined based on the fair market value of the Class A Common Stock as of the close of trading on the grant date. The restricted stock award will vest in four equal installments (upon the first four anniversaries of the grant date) subject to the Reporting Person's continued service on the Board of Directors of the Issuer.

5. The Reporting Person has not engaged in any reportable transactions with respect to the derivative securities of the Issuer reported in this row and is including his ownership of these securities for informational purposes only in this Form 4. While the Reporting Person previously reported that he had been granted by the Issuer, on April 24, 2006, options to buy 25,000 shares of the Issuer's common stock at an exercise price of $1.20 per share, due to the reclassification and 3 for 1 stock split involving the Issuer's common stock (the "Reclassification") effective July 31, 2007, the options are now exercisable for a total of 75,000 shares of common stock (25,000 shares of Class A Common Stock and 50,000 shares of Class B Common Stock) at an exercise price of $0.40 per share.

6. Due to the Reclassification, the options shall vest in equal increments of 15,000 options each (as opposed to 5,000 options each) on each of the first five anniversaries of the grant date (with the first such vesting date having been April 24, 2007) and shall each remain exercisable until April 24, 2012.

	/s/ Clay O. Winfield	05/28/2008
	** 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).
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