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 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* BERGGRUEN HOLDINGS NORTH AMERICA LTD (Last) (First) (Middle) 1114 AVENUE OF THE AMERICAS, 41ST FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FGX International Holdings LTD [ FGXI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/29/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares, no par value	05/29/2009		S(1)		13,200(2)(3)	D	$13.2307(4)	7,254,794	D
Ordinary Shares, no par value	06/01/2009		S(1)		16,700(2)(3)	D	$12.7505(5)	7,238,094	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BERGGRUEN HOLDINGS NORTH AMERICA LTD (Last) (First) (Middle) 1114 AVENUE OF THE AMERICAS, 41ST FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Berggruen Holdings, Ltd. (Last) (First) (Middle) 1114 AVENUE OF AMERICAS 41ST FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TARRAGONA TRUST (Last) (First) (Middle) 1114 AVENUE OF AMERICAS 41ST FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERGGRUEN NICOLAS (Last) (First) (Middle) 1114 AVENUE OF THE AMERICAS, 41ST FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Persons on May 11, 2009.

2. BHNA is a direct wholly-owned subsidiary of Berggruen Holdings. All of the shares of Berggruen Holdings are owned by Tarragona. The trustee of Tarragona is Maitland Trustees Limited, a BVI corporation, acting as an institutional trustee in the ordinary course of business without the purpose or effect of changing or influencing control of the Issuer. Nicolas Berggruen is a director of Berggruen Holdings and may be considered to have beneficial ownership of Berggruen Holdings' insterests in the Issuer.

3. The shares of the Issuer listed in Table I above were sold by Berggruen Holdings North America Ltd, a British Virgin Islands ("BVI") business company ("BHNA"). The beneficial ownership of these shares is also attributable to the other reporting persons jointly filing this Form 4: Tarragona Trust, a BVI trust ("Tarragona"), Berggruen Holdings, Ltd., a BVI business company ("Berggruen Holdings") and Nicolas Berggruen.

4. The price reported represents the average sale price for the dispositions reported herein. The range of prices for the dispositions reported herein is $12.51 to $13.55. The Reporting Persons will, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, provide full information regarding the number of shares sold and price of such disposition for each separate transaction.

5. The price reported represents the average sale price for the dispositions reported herein. The range of prices for the dispositions reported herein is $12.53 to $12.95. The Reporting Persons will, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, provide full information regarding the number of shares sold and price of such disposition for each separate transaction.

Remarks:

	/s/ Jared S Bluestein, as Director of Berggruen Holdings North America Ltd	06/02/2009
	/s/ Jared S Bluestein, as Director of Berggruen Holdings, Ltd.	05/29/2009
	/s/ Jared S Bluestein, as Attorney-in-Fact for Maitland Trustees Limited, as Trustee	05/29/2009
	/s/ Jared S Bluestein, as Attorney-in-Fact for Nicolas Berggruen	05/29/2009
	** Signature of Reporting Person	Date
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