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* PELUSO MICHELLE A (Last) (First) (Middle) 3150 SABRE DRIVE (Street) SOUTHLAKE TX 76092 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SABRE HOLDINGS CORP [ TSG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President and CEO, Travelocity
	3. Date of Earliest Transaction (Month/Day/Year) 03/30/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/30/2007		D(1)		48,994	D	$32.75	48,450(2)	D
Class A Common Stock	03/30/2007		D(3)		48,450	D	$32.75	0	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
Employee Stock Options (Right to Buy)	$17.99	03/30/2007		D			8,000	(4)	01/28/2013	Class A Common Stock	8,000	$32.75(5)	0	D
Employee Stock Options (Right to Buy)	$20.45	03/30/2007		D			20,000	(6)	12/02/2013	Class A Common Stock	20,000	$32.75(7)	0	D
Employee Stock Options (Right to Buy)	$20.45	03/30/2007		D			10,000	(8)	12/02/2013	Class A Common Stock	10,000	$32.75(5)	0	D
Employee Stock Options (Right to Buy)	$20.92	03/30/2007		D			18,400	(6)	02/07/2015	Class A Common Stock	18,400	$32.75(7)	0	D

Explanation of Responses:

1. Consists of Reporting Person's holdings of Class A Common Stock which were converted into the right to receive $32.75 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc.

2. Includes 48,450 restricted shares.

3. Includes Reporting Person's restricted stock units which were accelerated and converted into the right to receive $32.75 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc.

4. These options became fully vested on January 28, 2007.

5. Reporting Person's options were canceled in accordance with the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc. Award granted under issuer's Amended and Restated 1996 Long-Term Incentive Plan. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash in an amount equal to the excess (if any) of $32.75 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.

6. The option vests twenty-five percent one year from date of grant with the remainder vesting 6.25% per quarter over the next 36 months.

7. Reporting Persons's options were accelerated and canceled in accordance with the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc. Award granted under issuer's Amended and Restated 1996 Long-Term Incentive Plan. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash in an amount equal to the excess (if any) of $32.75 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.

8. These options became fully vested on December 2, 2006.

Remarks:

	Michelle A. Peluso by James F. Brashear, attorney-in-fact	04/03/2007
	** 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).
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