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*
Marlin Equities II, LLC

(Last) (First) (Middle)
555 THEODORE FREMD AVENUE, SUITE B-302

(Street)
RYE NY 10580

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Acquisition Holdings Corp. [ LIA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
Director by deputization
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)
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
Common Stock 11/29/2010 D 11,123,900 D (1) 0 I(2)(3) See Footnotes(2)(3)
Series A Preferred Stock 11/29/2010 D 25,000 D (1) 0 I(2)(3) See Footnotes(2)(3)
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*
Marlin Equities II, LLC

(Last) (First) (Middle)
555 THEODORE FREMD AVENUE, SUITE B-302

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
FRANKLIN MARTIN E

(Last) (First) (Middle)
555 THEODORE FREMD AVENUE, SUITE B-302

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On November 29, 2010, the Reporting Persons disposed of 11,123,900 shares of Common Stock (as defined below) and 25,000 shares of Series A Preferred Stock in exchange for cash and/or securities of Promotora de Informaciones, S.A. in a statutory share exchange transaction (the "Prisa Exchange Transaction") which was exempt from Section 16(b) of the Exchange Act (as defined below) pursuant to Rule 16b-3 promulgated thereunder. The foregoing summary of the Prisa Exchange Transaction is qualified in its entirety by the description thereof set forth in the Issuer's Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on October 25, 2010 (including, without limitation, the section entitled "The Business Combination Agreement - Consideration to be Received in the Business Combination") and is incorporated herein by reference.
2. Martin E. Franklin ("Mr. Franklin") is a director of the Issuer and the majority owner and managing member of and Marlin Equities II, LLC ("Marlin") and may be deemed to have beneficial ownership of the shares reported herein held by Marlin.
3. Mr. Franklin serves on the Board of Directors of the Issuer as a representative of Marlin and Marlin is a director 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:
On November 29, 2010, Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation ("Liberty Virginia"), became the successor to the Issuer pursuant to a merger (the "Reincorporation Merger"). At the effective time of the Reincorporation Merger, each share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), then issued and outstanding, other than any shares held in the treasury of the Issuer, converted automatically into one share of Liberty Virginia common stock, and each certificate previously representing shares of the Issuer's Common Stock thereafter represented shares of Liberty Virginia common stock. In addition, at the effective time of the Reincorporation Merger, each share of the Issuer's preferred stock then issued and outstanding, other than any shares held in the treasury of the Issuer, converted automatically into one share of Liberty Virginia preferred stock of the same series, and each certificate previously representing shares of the Issuer's preferred stock thereafter represented shares of Liberty Virginia preferred stock of the same series. Finally, as part of the Reincorporation Merger, each outstanding warrant to purchase shares of the Issuer's Common Stock (the "Warrants") automatically represented a right to purchase one share of Liberty Virginia common stock, on the same terms and conditions as prior to the Reincorporation Merger. The Reincorporation Merger had the effect of changing the Issuer's domicile, but did not alter the proportionate interests of security holders. The acquisition and disposition of securities by the Reporting Persons pursuant to the Reincorporation Merger, while not required to be reported on this Form 4, was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rules 16b-3 and 16b-7 promulgated thereunder.
/s/ Martin E. Franklin, Managing Member 11/29/2010
/s/ Martin E. Franklin 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).
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