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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liberty Acquisition Holdings Corp. [ LIA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/29/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 11/29/2010 | D | 1,648,000 | D(1) | (1) | 11,123,900 | I(4)(5) | See Footnotes(4)(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Warrant to Purchase Common Stock | $5.5 | 11/29/2010 | D | 6,000,000 | (3) | 12/12/2013 | Common Stock | 6,000,000 | (1) | 0 | I(4)(5) | See Footnotes(4)(5) | |||
Warrant to Purchase Common Stock(2) | $5.5 | 11/29/2010 | D | 6,385,950 | (3) | 12/12/2013 | Common Stock | 6,385,950 | (1) | 0 | I(4)(5) | See Footnotes(4)(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On November 29, 2010, immediately prior to the merger of the Issuer with and into Liberty Acquisition Holdings Virginia, Inc., pursuant to the terms of that certain Amended and Restated Securities Surrender Agreement, dated as of August 4, 2010, by and between the Issuer and Berggruen Acquisition Holdings Ltd. ("Berggruen Acquisition"), Berggruen Acquisition sold to the Issuer (i) two warrants (the "Warrants") exercisable for an aggregate of 12,385,950 shares of common stock, par value $ $0.0001 per share, of the Issuer (the "Common Stock") and (ii) 1,648,000 shares of Common Stock for an aggregate purchase price for such Warrants and shares of Common Stock of $412.50 in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16b-3 promulgated thereunder. |
2. These Warrants were issued as part of a unit that consisted of one share of the Issuer's Common Stock and one half of one warrant to purchase one share of the Issuer's Common Stock. |
3. The Warrants will become exercisable on the later of (i) the consummation of the Issuer's initial business combination with one or more target businesses or (ii) December 6, 2008; provided, in each case, that there is an effective registration statement covering the shares of Common Stock underlying the Warrants. |
4. Berggruen Acquisition is the direct subsidiary of Berggruen Holdings North America Ltd., a British Virgin Islands business company ("BHNA"). BHNA is the managing and majority shareholder of Berggruen Acquisition and the direct, wholly-owned subsidiary of Berggruen Holdings Ltd, a British Virgin Islands business company ("Berggruen Holdings"). All of the shares of Berggruen Holdings are owned by the Nicolas Berggruen Charitable Trust, a British Virgin Islands trust ("NB Charitable Trust"). The trustee of NB Charitable Trust is Maitland Trustees Limited, a British Virgin Islands 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 ("Mr. Berggruen") is a director of both the Issuer and Berggruen Acquisition and may be deemed to have beneficial ownership of the shares reported herein held by Berggruen Acquisition. |
5. Mr. Berggruen serves on the Board of Directors of the Issuer as a representative of each of Berggruen Acquisition, BHNA, Berggruen Holdings and NB Charitable Trust and such entities are directors of the Issuer by deputization. The filing of this Form 4 and the inclusion of information herein shall not be considered an admission that any Reporting Person is in fact a member a "group" or that such Reporting Person has any liability or obligation under Section 16(b) of the Exchange Act, in connection with any such "group" or that for purposes of Section 16 of the Exchange Act or any other purpose, such Reporting Person is the beneficial owner of any securities in which such Reporting Person does not have a pecuniary interest. Each Reporting Person expressly disclaims beneficial ownership of the shares reported herein to the fullest extent permitted by applicable law. |
Remarks: |
President & CEO; Director by deputization. Exhibit 24.1 Limited Power of Attorney, dated June 23, 2006, by Maitland Trustees Limited, as Trustee of Nicolas Berggruen Charitable Trust (incorporated by reference to Exhibit 24.1 to Form 3 filed by the Reporting Person on December 6, 2007, with respect to the Issuer). Exhibit 24.2 Limited Power of Attorney, dated October 23, 2007, by Nicolas Berggruen (incorporated by reference to Exhibit 24.1 to Form 3 filed by Nicolas Berggruen on December 6, 2007, with respect to the Issuer). |
/s/ Jared Bluestein, Secretary | 11/29/2010 | |
/s/ Jared Bluestein, Attorney-in-Fact | 11/29/2010 | |
/s/ Jared Bluestein, Attorney-in-Fact | 11/29/2010 | |
/s/ Jared Bluestein, Director | 11/29/2010 | |
/s/ Jared Bluestein, Director | 11/29/2010 | |
** 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. |