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* Ader Jason (Last) (First) (Middle) 1370 AVENUE OF THE AMERICAS, 28TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WESTERN LIBERTY BANCORP [ WLBC ]	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) 10/28/2010
	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
Common Stock, par value $0.0001	10/28/2010		M		279,903	A	$0.00	279,903	I	By Hayground Cove Asset Management LLC (See Exhibit 99)
Common Stock, par value $0.0001	10/28/2010		M		80,588	A	$0.00	80,588	D
Common Stock, par value $0.0001	10/28/2010		M		70,745	A	$0.00	70,745	I	By Immediate Family

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
Warrant	$0.00	10/28/2010		C			8,956,903	(1)	10/28/2010	Common Stock	8,956,903	(2)	0	I	By Hayground Cove Asset Management LLC (See Exhibit 99)
Warrant	$0.00	10/28/2010		C			2,578,816	(1)	10/28/2010	Common Stock	2,578,816	(2)	0	D
Warrant	$0.00	10/28/2010		C			2,263,840	(1)	10/28/2010	Common Stock	2,263,840	(2)	0	I	By Immediate Family
Restricted Stock Units	(3)	10/28/2010		A		50,000		(4)	(4)	Common Stock	50,000	$0(5)	50,000	D

Explanation of Responses:

1. The Reporting Person is the sole member of Hayground Cove Asset Management LLC. The warrant was immediately exercisable into one thirty-second (1/32) of one share of common stock, with no fractional shares of common stock issued upon exercise of less than 32 warrants in accordance with the terms of that certain Second Amended and Restated Warrant Agreement, dated September 27, 2010, between Western Liberty Bancorp (the "Company") and Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant Agreement"). Hayground Cove Asset Management LLC is the beneficial owner of 431,236 shares of the Issuer's common stock.

2. The warrants were either (1) purchased in a private placement concurrently with the Company's initial public offering for $1.00 per warrant or (ii) issued upon conversion on a one-for-one basis of shares of common stock of the Company previously held by the Reporting Person into warrants in accordance with that certain Founders Shares Restructuring Agreement, dated July 20, 2009, between the Company and Hayground Cove Asset Management LLC. No payment was made to any party in connection with the Founders Shares Restructuring Agreement and the transactions contemplated thereby.

3. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

4. The restricted stock units vest on the earlier of (i) a "change of control" event within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and (ii) October 28, 2013. Vested shares will be delivered to the reporting person on the vesting date.

5. The restricted stock units were issued pursuant to a letter agreement, dated October 28, 2010, in connection with the Reporting Person's service as a member of the board of directors of the Company.

	/s/ Jason Ader	11/01/2010
	** 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).
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